Platform Terms of Service

Effective Date: October 1, 2026
Last Updated: October 1, 2026
Canonical URL: https://agentshelf.ai/legal/terms-and-conditions

These Platform Terms of Service (the "Terms") govern access to and use of AgentShelf's hosted platform, websites, applications, agents, widgets, marketplace, communications features, APIs, developer tools, implementation services, and related offerings (collectively, the "Services").

These Terms are intended only for businesses and other organizations, not for personal, family, or household use. If you accept these Terms for an organization, you represent that you have authority to bind that organization. "Customer" means that organization. "You" means Customer and its Authorized Users, as applicable.

These Terms are AgentShelf's standard services agreement for business Free, Starter and Pro accounts and other Services that expressly reference them. The Agreement takes effect when Customer affirmatively accepts these Terms through signup or checkout or signs an Order incorporating them. "Order" means an ordering document signed by the parties or an online purchase record affirmatively accepted by Customer identifying the Services and applicable commercial terms. A separate MSA is not required unless the parties expressly agree to use one.

1. Contract documents and priority

"Platform" means AgentShelf's hosted AI-agent management platform and its AgentShelf-developed applications and platform features. "Documentation" means AgentShelf's documentation provided to Customer for the applicable Services. "Tool" means a function, API, integration or workflow enabled through the Services to retrieve information or perform an action. "DPA" means a data processing addendum between the parties. "SOW" means an accepted statement of work identifying an engagement's scope and commercial terms. "Enterprise MSA" means a master services agreement separately executed by AgentShelf and Customer. "Delivery Partner" means an implementation contractor or partner that AgentShelf engages to help deliver the Services. It does not include a referral partner or other third party that contracts directly with Customer.

These Terms and the applicable documents incorporated below form the "Agreement" between AgentShelf and Customer:

• Acceptable Use Policy;
• Privacy Policy;
• Cookie and Similar Technologies Notice;
• AI and Product Schedule;
• Voice and Messaging Schedule, when those features are used;
• Marketplace and Publisher Terms, when Marketplace Content is published or installed;
• Supplemental Credit Terms, when Credits are purchased, issued, or used;
• Professional Services Terms, when incorporated into a signed Order or SOW; and
• any Order, SOW, DPA, product schedule, or other document that expressly incorporates these Terms.

For customers without an executed Enterprise MSA:

1. an amendment signed by both parties that expressly identifies the changed provision controls first;
2. a signed Order or affirmatively accepted online purchase controls its express scope and commercial terms;
3. an executed DPA controls its personal-data processing subject matter;
4. the incorporated product terms (the AI and Product Schedule, Voice and Messaging Schedule, Marketplace and Publisher Terms, Supplemental Credit Terms, and Professional Services Terms) control their subject matter;
5. these Terms and other incorporated policies otherwise apply in that order.

An Order does not create an additional indemnity, liability cap or dispute regime unless it expressly identifies and amends the applicable provision in a writing signed by authorized representatives of both parties.

No incorporated schedule or policy creates an additional indemnity, warranty, liability cap or dispute regime or expands AgentShelf's indemnity in Section 19.1, except that the Professional Services Terms state the warranty for professional services.

If Customer has an executed Enterprise MSA, its contract-priority and amendment provisions control.

2. Eligibility and Authorized Users

The Services are currently offered to businesses and organizations in the United States. This does not by itself prohibit authorized travel, remote users, or incidental visitors from other locations. Customer remains responsible for lawful deployment and use and must obtain AgentShelf's written approval for use in an unsupported jurisdiction. Approval does not waive legal or provider restrictions.

Customer may allow its employees, contractors, and other individuals it authorizes ("Authorized Users") to use the Services for Customer's business purposes. Each Authorized User must be at least 18 years old and legally capable of entering a binding agreement where they reside. Customer is responsible for its Authorized Users, their compliance with the Agreement, and all activity under Customer-controlled accounts, workspaces, credentials, agents, and integrations.

Customer will provide accurate registration and billing information, protect account credentials, use appropriate access controls, and promptly notify AgentShelf of suspected unauthorized access.

3. The Services

AgentShelf provides tools for configuring, deploying, operating, and governing AI agents and related workflows. Customer determines its configurations, Authorized Users, enabled models, connected services, permissions, tools, workflows, deployment channels, and intended uses. AgentShelf may improve or modify the Services over time. Material reductions to purchased functionality are subject to an applicable Order and the notice and acceptance requirements of Section 22.

Beta, preview, evaluation, or early-access features may be changed or discontinued and may be subject to additional terms. Section 18 states the terms on which they are provided.

AgentShelf may use affiliates, contractors and subcontractors to provide the Services and remains responsible for their performance to the same extent as its own under the Agreement. Applicable confidentiality, security, data-use and data-processing requirements are addressed in Sections 14 and 15 and the applicable DPA. A subcontractor does not become a party to Customer's Agreement or gain authority to bind Customer.

4. Organization administration

Customer administrators may invite or remove users, assign roles, configure workspaces and agents, manage permissions and integrations, review usage, and access, export, reassign, or delete Customer-controlled information, subject to the functionality of the Services. Customer is responsible for selecting its administrators and for resolving disputes among its users.

If an Authorized User uses an email address or account controlled by Customer, Customer may assume control of that account and associated organizational data after reasonable verification and notice where appropriate.

5. Fees, subscriptions, and payment

5.1 Orders and recurring subscriptions

Fees, plan limits, included usage, billing interval, subscription term, and other commercial terms appear at checkout or in an Order. Platform subscription fees are payable in advance at the start of each applicable billing period, including each renewal period. Self-service subscriptions may be offered monthly or annually and renew for successive periods of the same length unless canceled before renewal. AgentShelf uses a third-party payment processor and may require Customer to accept that processor's terms. Agentshelf Inc is the seller, merchant of record, and contracting party.

Customer may cancel a self-service subscription under Section 5.4; an expressly accepted longer commitment remains subject to its accepted terms. AgentShelf will provide at least 30 days' advance notice of an increase in subscription fees unless a shorter period is required to address taxes, provider pricing, law, or an urgent service change. A subscription fee increase does not apply before the end of a paid annual term or other expressly accepted commitment longer than one month. For a month-to-month subscription, an increase applies from the first billing period that starts after the notice period. Changes to metered usage prices are governed by the Supplemental Credit Terms.

Saving a payment method, or using or requesting a free offer, does not by itself authorize a charge, automatic recharge, paid overages, or conversion to a paid subscription.

5.2 Usage, credits, and overages

Some Services are metered by tokens, compute, model use, communications, storage, agents, users, widgets, or other units. Usage Credits, Promotional Credits, included plan allowances, usage after a balance is exhausted, paid overages, and automatic recharge are governed by the Supplemental Credit Terms, which define those terms.

5.3 Taxes and payment failures

Fees exclude taxes unless stated otherwise. Customer is responsible for taxes legally imposed on its purchase, excluding taxes based on AgentShelf's net income.

If a properly authorized payment fails or is reversed, AgentShelf may retry collection as permitted by the payment authorization and may withhold activation or renewal, or suspend affected paid features after notice, subject to Section 16 and applicable law. Payment failure does not itself cancel an expressly accepted commitment or excuse amounts properly due.

For separately ordered professional services, invoicing terms and any late charges must be expressly agreed in a signed Order or SOW or an executed Enterprise MSA.

5.4 Cancellation and refunds

Customer may cancel a self-service subscription through the available account or support process. Unless accepted checkout terms or an Order expressly state a longer commitment, cancellation takes effect at the end of the current paid billing period and stops future renewals. Cancellation does not shorten an expressly accepted longer commitment.

Installment schedules, early-termination charges and acceleration of unpaid committed fees apply only where expressly disclosed and accepted in the applicable ordering terms.

Fees and Credits are non-refundable except as required by law or expressly stated in an Order, the Supplemental Credit Terms, or this section.

If AgentShelf terminates a paid Service without cause or cannot cure a material breach of the express service warranty, Customer's remedy is a refund of prepaid, unused fees and unused purchased Usage Credits attributable to the terminated portion, excluding Promotional Credits.

An upgrade may take effect immediately with disclosed proration. A downgrade takes effect at renewal and may require Customer to reduce usage to the new limits.

5.5 Free AI Front Desk offer

The free AI Front Desk offer covers website web chat only, with a limited AI usage allowance stated in the offer. Voice, telephone, SMS, and other messaging channels are not included. Eligibility requires a business website and a visible "AI Front Desk Powered by AgentShelf.ai" badge in its footer while using the free plan. AgentShelf may verify eligibility and pause or withdraw free access if the conditions are not met.

Submitting a request does not activate an agent or guarantee acceptance or a completion date. The offer is subject to availability and may be changed or discontinued at any time; it does not guarantee indefinite free access. When the included allowance is exhausted, service may pause unless Customer separately agrees to an upgrade.

6. Customer Content and Outputs

"Customer Content" means information submitted to, stored in, transmitted through, or processed by the Services by or for Customer, including prompts, instructions, messages, files, knowledge sources, recordings, transcripts, configurations, credentials, tool inputs and results, and connected-service data. "Output" means content generated or returned through an agent, model, tool, or workflow in response to Customer Content or Customer's configuration.

As between the parties, Customer retains its rights in Customer Content. Customer grants AgentShelf a non-exclusive, worldwide, limited-term right to host, copy, process, transmit, display, and otherwise use Customer Content only as necessary to provide, secure, maintain, and support the Services, carry out Customer's instructions, prevent or address technical, security, fraud, or abuse issues, and comply with law.

Subject to third-party rights and applicable law, AgentShelf assigns to Customer any rights AgentShelf may have in Outputs generated specifically for Customer. Because similar inputs can produce similar outputs, Outputs are not guaranteed to be unique and this assignment does not apply to another customer's content or output.

"Connected Account" means a third-party account, platform, or service Customer connects to or authorizes AgentShelf to access in connection with the Services.

Customer represents, warrants, and covenants that it has and will maintain the rights, licenses, permissions, notices, consents, and lawful basis needed for Customer Content, Customer specifications and instructions, Connected Accounts, and Customer's use, publication, or distribution of Services and Outputs.

7. Data use and model training

AgentShelf does not use Customer Content or Outputs to train machine-learning models, including foundation models, and does not use their substance for general product improvement. This restriction also applies to copies or excerpts retained in operational, support, security, or diagnostic records, which may contain Customer Content. AgentShelf may process Customer Content and Outputs for the purposes stated in Section 6.

"Usage Data" means information about use and performance of the Services, such as features used, model selection, usage quantities, charges, timing, execution traces, error and performance logs, and service reliability, separate from the substance of Customer Content and Outputs. AgentShelf may use Usage Data to operate, secure, meter, analyze, and improve the Services.

Third-party model providers process information under the provider arrangements described in the AI and Product Schedule. A Contributor Model, as defined there, may be used only with the organization-administrator authorization that Schedule requires. That exception concerns the provider's use, not AgentShelf's own no-training commitment.

8. AI models and Outputs

AI Outputs are probabilistic and may be inaccurate, incomplete, offensive, biased, or unsuitable. Customer must evaluate Outputs and apply appropriate human review before relying on them or using them in decisions or external actions. Customer must not represent Output as human-generated when doing so would be deceptive or unlawful.

Model availability, behavior, context limits, pricing, latency, and capabilities may change. The AI and Product Schedule governs model selection, default models, provider relationships, and Customer's responsibilities for Outputs.

9. Tools, integrations, and external actions

Customer controls which tools, credentials, permissions, integrations, and external systems it enables and instructs AgentShelf to transmit information necessary to perform enabled functions. An agent may take actions in connected services using the authority Customer grants.

Customer is responsible for configuring least-privilege access and for the approval, human-review, and other safeguards the AI and Product Schedule requires for consequential actions.

Third-party services are governed by their own terms. AgentShelf is not responsible for a third-party service, but remains responsible for its own performance of the Services under the Agreement.

10. Public agents, widgets, voice, and messaging

Customer is responsible for the purpose, instructions, content, branding, deployment, and operation of its public website, agents, widgets, and communications, and for legally required privacy, AI, visitor, recording, transcription, calling, and messaging notices and consents. Privacy roles for visitor data are allocated in the applicable DPA.

The Voice and Messaging Schedule governs voice and messaging features, including Customer's responsibility for consent, recording notices, sender registration, opt-outs, calling hours, and communications laws. The Services are not an emergency service. Customer may not use them for emergency calling or represent that AgentShelf provides emergency services.

11. Marketplace and published content

The Services may allow users to publish, distribute, license, install, or obtain agents, skills, templates, integrations, and related content ("Marketplace Content"). The Marketplace and Publisher Terms govern publication, installation, licensing, moderation, and rights complaints. Customer remains responsible for Marketplace Content it publishes and represents that it has all necessary rights. Third-party Marketplace Content is provided by its publisher, not AgentShelf.

Copyright and other rights complaints may be sent to legal@agentshelf.ai.

12. Acceptable use

Customer and Authorized Users must comply with the Acceptable Use Policy.

13. AgentShelf technology and feedback

AgentShelf and its licensors own the Services, software, documentation, interfaces, designs, models or configurations supplied by AgentShelf, and all related intellectual-property rights, excluding Customer Content and rights expressly assigned in Output. AgentShelf grants Customer a limited, non-exclusive, non-transferable right to use the Services during the applicable term in accordance with the Agreement.

If Customer provides feedback, AgentShelf may use it without obligation. Feedback does not include Customer Content or Outputs, and its use remains subject to the data-use restrictions in Section 7. Submitting a support request or quoting content in feedback does not waive those protections.

Professional services. Professional services are provided only under a signed Order or SOW and the Professional Services Terms it incorporates, which govern scope, acceptance, warranty and ownership of deliverables.

Customer retains its supplied materials. AgentShelf retains its Services, pre-existing materials and reusable technology unless expressly agreed otherwise. Third-party components remain subject to their applicable licenses. Section 6 continues to govern Customer Content and Outputs.

14. Confidentiality

Each party may receive nonpublic information that should reasonably be understood as confidential ("Confidential Information"). The receiving party will use Confidential Information only to perform or exercise rights under the Agreement and will protect it using reasonable care. These obligations do not apply to information the receiving party can document was lawfully known without restriction, independently developed, rightfully received from another source, or made public without breach.

A party may disclose Confidential Information to personnel, professional advisers and permitted contractors with a need to know who are bound by appropriate written confidentiality obligations, and remains responsible for their handling of it.

A receiving party may disclose Confidential Information when legally required after giving notice where permitted and reasonable assistance at the disclosing party's expense.

15. Security, privacy, and data processing

AgentShelf will maintain reasonable administrative, technical, and physical safeguards appropriate to the Services and information processed. No service is completely secure, and Customer is responsible for securely configuring its accounts, permissions, integrations, and endpoints.

The Privacy Policy describes AgentShelf's handling of personal information for its own purposes. Where AgentShelf processes personal data on Customer's behalf, an applicable DPA governs. Customer is responsible for its own privacy notices, instructions, and legal basis.

AgentShelf will give any incident notice required by applicable law and the applicable DPA. Any additional security, support, service-level, uptime, or incident-notification commitment applies only if expressly included in a signed agreement or Order; these Terms do not create one.

AgentShelf will require Delivery Partners to comply with appropriate confidentiality, security and data-protection requirements. Any legally required DPA and its subprocessor requirements continue to apply.

16. Suspension

AgentShelf may suspend affected access when reasonably necessary to prevent or address a security threat, unlawful activity, material policy violation, nonpayment, harm to the Services or third parties, or a provider or legal restriction. When practicable, AgentShelf will provide notice and allow a reasonable opportunity to cure. The opportunity to cure does not apply to suspension for nonpayment, which Section 5.3 governs. Emergency action may occur without advance notice.

This section's notice and cure terms apply to suspension of Customer's account access. Restrictions on a specific feature, model, Tool, communication, or item of content are governed by the applicable incorporated schedule or policy.

17. Term and termination

These Terms begin upon Customer's affirmative acceptance as described above and continue while Customer has an account or active Order. Either party may terminate for material breach if the breach is not cured within 30 days after written notice, or sooner if the breach cannot be cured. AgentShelf may terminate a free service at any time. AgentShelf may terminate a paid Service without cause on written notice, in which case the refund described in Section 5.4 applies.

After termination, Customer's access ends. Subject to payment, security, and legal restrictions, Customer may export available Customer Content for 30 days. AgentShelf will then delete Customer Content from its active systems within a reasonable period, in accordance with its retention practices and any applicable DPA, and backup copies are removed in the ordinary course, unless an Order states otherwise or retention is required for security, fraud prevention, billing, audit, legal hold, or compliance. AgentShelf need not restore archival backups solely to complete an ordinary export or deletion.

Sections 5 (for amounts accrued), 6, 7, 13, 14, and 17 through 23, and any other provision intended by its nature to survive, survive termination.

18. Warranties and disclaimers

Each party warrants that it has authority to enter the Agreement. AgentShelf warrants that paid Services will perform materially in accordance with the applicable Documentation. Customer's exclusive remedy for breach of this warranty is for AgentShelf to use commercially reasonable efforts to correct the nonconformity or, if AgentShelf cannot do so, terminate the affected Service and provide the refund described in Section 5.4.

Free, trial, beta, preview and evaluation features are provided as is and without a service-level commitment, except as expressly agreed or required by law. AgentShelf's paid-service warranty and its indemnity in Section 19.1 do not apply to those features.

EXCEPT AS EXPRESSLY PROVIDED, THE SERVICES, OUTPUTS, BETA FEATURES, AND MARKETPLACE CONTENT ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, AGENTSHELF DISCLAIMS IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. AGENTSHELF DOES NOT WARRANT THAT OUTPUTS ARE ACCURATE OR THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.

19. Indemnification

19.1 By AgentShelf. AgentShelf will defend Customer against a third-party claim alleging that Customer's authorized use during a paid subscription or order term of the unmodified, AgentShelf-developed portions of the Platform infringes a United States patent, copyright, or trademark, and will pay damages and reasonable costs finally awarded by a court or payable under a settlement approved by AgentShelf. This obligation does not apply to a claim arising from:

• (a) Customer Content, Customer specifications, or Customer instructions;
• (b) Marketplace Content;
• (c) a modification not made by AgentShelf;
• (d) use outside the Agreement or Documentation;
• (e) combination with content, data, products, services, software, or technology not supplied by AgentShelf;
• (f) continued use after AgentShelf provides notice or a non-infringing alternative;
• (g) a third-party service, model, Tool, integration, or open-source component;
• (h) an Output, citation, retrieved or search content, generated code, or Tool result;
• (i) a beta, preview, evaluation, trial, or no-fee feature; or
• (j) Customer's failure to use an applicable citation, filtering, safety, or approval control made available by AgentShelf.

If AgentShelf reasonably believes a covered claim is likely, AgentShelf may obtain continued-use rights, modify or replace the affected portion, or terminate the affected Service and provide the refund described in Section 5.4.

19.2 By Customer. Customer will defend, indemnify, and hold harmless AgentShelf, its affiliates, licensors, subcontractors, Delivery Partners, and their respective officers, directors, employees, and agents against third-party claims and governmental investigations or proceedings alleging or arising from:

• (a) Customer Content, Customer specifications or instructions, or data supplied through a Connected Account;
• (b) Customer's agents, websites, widgets, public deployments, communications, products, or services;
• (c) Customer's or an Authorized User's use, publication, distribution, or reliance on an Output;
• (d) Customer-controlled credentials, permissions, Tools, integrations, or external actions;
• (e) Customer's failure to provide a required notice, obtain or document required consent, honor an opt-out, or apply human review or approval required by the Agreement or law;
• (f) Marketplace Content published or supplied by Customer;
• (g) Customer's breach of the Agreement or applicable third-party or model-provider terms; or
• (h) Customer's unlawful use, gross negligence, fraud, or willful misconduct.

Customer will pay resulting damages, settlements, and reasonable attorneys', experts', investigation, and defense costs, together with governmental fines or penalties to the extent indemnification for them is permitted by law.

19.3 Procedure. The indemnified party must promptly notify the indemnifying party of a covered claim, provide reasonable cooperation at the indemnifying party's expense, and allow the indemnifying party to control the defense and settlement. A failure to provide prompt notice or cooperation will relieve the indemnifying party of its obligations only to the extent the failure materially prejudices the defense. The indemnified party may participate through its own counsel at its own expense. Despite the preceding sentences, where the covered claim is a governmental investigation or proceeding, the indemnified party may control its own response and defense through counsel it selects. Its reasonable costs of doing so are covered by Section 19.2, and it will not agree to a settlement payable by the indemnifying party without that party's consent, which may not be unreasonably withheld. The indemnifying party may not settle a claim without the indemnified party's consent unless the settlement provides the indemnified party a complete and unconditional release, requires no payment or admission by the indemnified party, imposes no ongoing or nonmonetary obligation on it, and does not impair its rights. AgentShelf's obligations under this section remain subject to Section 20.

19.4 Exclusive IP remedy. Section 19.1 states Customer's sole and exclusive remedy, and AgentShelf's entire liability, for a third-party claim alleging that the Services infringe, misappropriate, or otherwise violate intellectual-property rights. This section does not expand the rights covered by Section 19.1 or the liability limitations in Section 20.

20. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, GOODWILL, OR BUSINESS OPPORTUNITY, ARISING FROM THE AGREEMENT, EVEN IF ADVISED OF THEIR POSSIBILITY.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, AGENTSHELF'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE AGREEMENT WILL NOT EXCEED THE AMOUNTS CUSTOMER ACTUALLY PAID TO AGENTSHELF FOR THE AFFECTED SERVICES DURING THE 12 MONTHS IMMEDIATELY BEFORE THE EVENT GIVING RISE TO THE FIRST CLAIM. THIS CAP APPLIES IN THE AGGREGATE ACROSS ALL CLAIMS AND THEORIES OF LIABILITY, INCLUDING AGENTSHELF'S INDEMNITY, CONFIDENTIALITY, PRIVACY, SECURITY, AND SUBCONTRACTED PERFORMANCE OBLIGATIONS. IT DOES NOT LIMIT LIABILITY THAT CANNOT LAWFULLY BE LIMITED.

Customer's payment and indemnity obligations and Customer's liability for fraud or willful misconduct are not limited by this section.

21. Governing law and disputes

The Agreement is governed by Delaware law, excluding conflict-of-law rules. The state and federal courts located in Delaware have exclusive jurisdiction over any dispute arising from the Agreement, except arbitration separately agreed as provided below, and each party consents to personal jurisdiction and venue there. Either party may seek temporary or injunctive relief in any court with jurisdiction to protect confidential information, security, or intellectual-property rights.

Before litigation or agreed arbitration, a party will give written notice describing the dispute and requested resolution. For 30 calendar days after receipt, representatives authorized to settle will attempt good-faith resolution, including a telephone or video meeting if either party requests one. They may adjust the period by mutual written agreement; refusal to participate does not extend it. Undisputed payments, breach-cure periods and suspension/termination rights remain unchanged. Urgent temporary or injunctive relief and filings reasonably necessary to preserve a claim before an applicable filing deadline need not wait; negotiation efforts continue, and the negotiation period does not extend a filing deadline.

Arbitration applies only if authorized representatives of both parties separately sign a writing expressly modifying this Section 21 for the identified Order, engagement or dispute and specifying the covered matters, administrator/rules, location, arbitrator count and cost allocation. Neither party may require arbitration unilaterally. Other Agreement terms, including Section 20's liability limits, remain unchanged unless expressly amended.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY KNOWINGLY AND IRREVOCABLY WAIVES A TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATING TO THE AGREEMENT.

22. Changes

The dated Terms and incorporated schedules and policies accepted by Customer apply initially. AgentShelf may update them prospectively by publishing revised text with a new effective date.

Notice of updates.

• Material updates require at least 30 calendar days' advance notice by email to Customer's account administrator or through the Services.
• Nonmaterial updates may take effect on their published effective date.
• Changes required by law or to address a security or abuse risk may take effect sooner.

Limits on updates. An update does not amend a signed Enterprise MSA or Order, including any update terms they state, or retroactively change accrued rights or obligations. Subscription fee changes are governed by Section 5.1.

Except to the extent required by mandatory law, material changes to payment authorization or permitted use of Customer Content or Outputs require affirmative acceptance by Customer's authorized representative, recorded in writing or through an express electronic acceptance. Posting, notice, silence, or continued use alone does not constitute the required affirmative acceptance.

Acceptance. Existing commitments and amounts already due remain payable. Renewing or continuing to use the Services after an update takes effect constitutes acceptance of it, except where affirmative acceptance is required above.

Enterprise MSA. If Customer has an executed Enterprise MSA, its Legal Center update, notice, acceptance, and contract-priority provisions control.

Archive. AgentShelf will maintain a publicly accessible dated archive of superseded Terms, schedules, and policies.

23. General terms

Neither party may assign the Agreement without the other's consent, except to an affiliate or in connection with a merger, reorganization, or sale of substantially all relevant assets, provided the assignee assumes the Agreement. Customer may not assign to a direct competitor of AgentShelf without consent.

Neither party is liable for delay caused by events beyond its reasonable control, except payment obligations. The parties are independent contractors. The Agreement does not create a partnership, agency, fiduciary relationship, or third-party beneficiary. AgentShelf may enforce Section 19.2 on behalf of the other persons that section protects. Failure to enforce a provision is not a waiver. If a provision is unenforceable, it will be modified to the minimum extent necessary and the remainder will continue. Notices may be delivered electronically except where an Order requires another method.

An amendment to a signed Order or Enterprise MSA requires the amendment process stated in that document. The Agreement is the complete agreement between the parties on its subject matter and supersedes prior proposals, communications, and agreements on that subject matter, except a document the Agreement expressly incorporates or an executed Enterprise MSA. Purchase-order or invoice boilerplate does not amend the Agreement. Electronic acceptance and electronic signatures may establish agreement to the extent permitted by law.

Customer represents that neither it nor any person it permits to use the Services is subject to sanctions or export restrictions that make that use unlawful. Customer must not use, export, or make the Services available in violation of applicable sanctions or export-control laws. AgentShelf may restrict access as needed to comply with those laws or with provider restrictions.

24. Contact

Agentshelf Inc
740 Nordahl Road, Suite 110, Unit 297
San Marcos, CA 92069, United States
Legal matters: legal@agentshelf.ai
Product support: support@agentshelf.ai