Terms of Service

These Terms of Service (“Terms”) are a legal agreement between [Legal entity name], [a private limited company / a Delaware corporation] organized in [country/state of incorporation], with its registered office at [Registered office address] (“Agily”, “we”, “us”), and the organization or person that registers for or uses the Service (“Customer”, “you”).

By clicking “I agree” (or a similar control), signing an order, or accessing or using the Service, you agree to these Terms. If you are accepting on behalf of an organization, you represent that you have authority to bind that organization, and “Customer” refers to that organization. If you do not agree, do not use the Service.

1. Definitions

• “Service” — the Agily web application at https://www.agily.app, its APIs, integrations, and related documentation, as made available by us.
• “Customer Account” / “Organization” — the workspace tenant you create in the Service, including its projects, members, and configuration.
• “Authorized User” — an individual (e.g. an employee, contractor, or agent of Customer) whom Customer permits to access the Service under the Customer Account.
• “Customer Data” — all data, content, and files that Customer or its Authorized Users submit to, or generate in, the Service — including work items, comments, documents, whiteboards, diagrams, sprints, releases, roadmap items, goals and key-results, check-ins, standup/retrospective responses, timesheet entries, availability and capacity data, uploaded attachments, and configuration. Customer Data does not include Account Data (see the Privacy Policy) or Usage Data.
• “Usage Data” — technical and operational data we generate about the provision of the Service (e.g. logs, metrics, audit records, feature-usage counts), in a form that does not identify Customer or any individual.
• “Integrations” — optional connections to third-party services (Slack, Microsoft Teams, Telegram, Discord, Google, GitHub, and AI providers) that Customer chooses to enable.
• “Order” — an online plan selection or a written order form referencing these Terms.
• “AUP” — the Acceptable Use Policy, incorporated by reference.
• “DPA” — the Data Processing Agreement, which applies where we process personal data on Customer’s behalf.

2. The Service; accounts

2.1 Provision. Subject to these Terms, we grant Customer a non-exclusive, non-transferable, non-sublicensable right to access and use the Service during the Term for Customer’s internal business purposes.

2.2 Registration. Customer must provide accurate registration information and keep it current. Customer is responsible for all activity under its Customer Account, including the acts and omissions of its Authorized Users.

2.3 Authorized Users. Customer will ensure each Authorized User complies with these Terms and the AUP, and is responsible for managing Authorized Users’ access using the Service’s role-based access controls, including promptly de-provisioning users who should no longer have access.

2.4 Account security. Customer and Authorized Users must keep credentials confidential, use multi-factor authentication where available for sensitive roles, and notify us promptly at security@agily.app of any suspected unauthorized access.

2.5 Minimum age. The Service is a workplace tool and is not directed to children. Authorized Users must be at least 18 years old and acting in a professional or employment capacity.

2.6 Beta features. Features labeled “beta”, “preview”, or similar are provided as-is, may change or be withdrawn, and are excluded from any service-level commitment. During any pre-general-availability period, our Beta Terms apply and override conflicting provisions of these Terms.

3. Customer responsibilities and acceptable use

3.1 Customer will use the Service only in compliance with these Terms, the AUP, and applicable law.

3.2 Customer will not, and will not permit any Authorized User or third party to: (a) resell, sublicense, or provide the Service to a third party as a service bureau; (b) reverse engineer or attempt to derive source code, except as permitted by law; (c) circumvent usage limits, quotas, rate limits, or access controls; (d) upload malware or content that infringes third-party rights or violates law; (e) use the Service to build a competing product, or for competitive benchmarking without our written consent; (f) probe, scan, or test the vulnerability of the Service, or breach its security or authentication, except under a written authorization from us (see the Security Overview); or (g) submit to free-text fields or attachments any data category prohibited by the AUP (including, without a separate written agreement, protected health information, full payment-card numbers, government identification numbers, or biometric identifiers).

3.3 Content responsibility. Customer is solely responsible for Customer Data, including its accuracy, legality, and Customer’s right to submit and process it in the Service, and for obtaining any notices or consents required from individuals whose personal data appears in Customer Data.

4. Integrations and third-party services

4.1 Integrations are optional and enabled at Customer’s choice. When Customer connects an Integration, Customer authorizes the exchange of data between the Service and that third-party service as needed for the Integration to function.

4.2 Third-party services are governed by their own terms and privacy practices, over which we have no control. Enabling an Integration may make Customer Data available to that third party as configured by Customer.

4.3 AI features. The Service includes AI-assisted features (for example, generating summaries of standup responses, and an editor writing assistant). Depending on Customer’s configuration, these features send text derived from Customer Data to a third-party AI provider (in “Managed” mode, a provider we select; in “bring-your-own-key” mode, the provider whose key Customer supplies). We do not use Customer Data to train our own or third parties’ AI models, and we contract with our Managed AI providers on terms consistent with that position. AI output may be inaccurate or incomplete and should be reviewed before it is relied on. The list of AI providers is on the Sub-processors page.

5. Intellectual property

5.1 Our IP. We and our licensors own all right, title, and interest in the Service, including its software, design, and documentation, and all improvements to it. Except for the rights expressly granted here, no rights are granted to Customer.

5.2 Customer Data. As between the parties, Customer owns all right, title, and interest in Customer Data. Customer grants us a worldwide, non-exclusive, royalty-free license to host, copy, transmit, display, and process Customer Data solely to provide and support the Service, to prevent or address security or technical issues, to comply with law, and as instructed by Customer, and — for Customer Data that is personal data — as set out in the DPA.

5.3 Usage Data. We may collect and use Usage Data to operate, secure, analyze, and improve the Service, provided such data does not identify Customer, any Authorized User, or any individual.

5.4 Feedback. If Customer or an Authorized User gives us suggestions or feedback about the Service, we may use it without restriction or obligation.

6. Fees and payment

6.1 Fees. Unless an Order says otherwise, the Service is billed on a usage basis, measured by the number of active members in the Customer Account and by storage consumed, plus any metered add-ons (such as AI usage above an included allowance). Current pricing is shown in the Service and/or the applicable Order.

6.2 Accrual and invoicing. Usage accrues over each billing period. Where the accrued amount exceeds a threshold within a period, or at the end of each monthly period, we issue an invoice. Where Customer has authorized automatic payment, we charge the payment method on file up to any authorized mandate limit, subject to any advance notice required by applicable payment regulation.

6.3 Setting up automatic payment. Authorizing automatic payment requires a one-time verification charge to the payment method on file, which is refunded automatically once the payment method is confirmed as working. This verification charge is not a Fee and is not retained by us. Once automatic payment is authorized, each subsequent billing period is charged automatically based on the then-current per-member price and Customer’s actual usage for that period, plus any taxes described in Section 6.6, up to the authorized mandate limit.

6.4 Payment processor. Payments are processed by Paddle (see Sub-processors), acting for some payment flows as merchant of record. We do not receive or store full payment-card numbers; we store only a processor token and a display hint (for example, the last four digits of a card or a UPI handle).

6.5 Non-payment. If an invoice is not paid when due, we may, after reasonable notice, suspend or restrict the Customer Account until payment is made. Suspension does not relieve Customer of the obligation to pay accrued Fees.

6.6 Taxes. Fees are exclusive of taxes. Where our payment processor acts as merchant of record for a transaction, applicable tax (for example, GST for transactions billed in India) is calculated and collected by that processor at the time of charge, based on Customer’s billing address, and is shown on the transaction receipt the processor issues. Customer is responsible for all applicable taxes, except taxes on our net income.

6.7 Changes to pricing. We may change pricing on renewal, or on at least 30 days’ notice for usage-based components, effective at the start of the next billing period.

7. Term; suspension; termination

7.1 Term. These Terms begin when Customer first accepts them and continue until all Customer Accounts are closed or the agreement is terminated.

7.2 Termination for convenience. Customer may close its Customer Account at any time through the Service or by written notice. Closure takes effect at the end of the then-current billing period unless we agree otherwise; Fees already accrued remain payable.

7.3 Termination for cause. Either party may terminate for the other’s material breach that is not cured within 30 days of written notice.

7.4 Suspension. We may suspend or restrict access if: (a) Fees are overdue after notice; (b) Customer’s or an Authorized User’s use poses a security risk, may harm us or a third party, or violates the AUP or law; or (c) required by law. We will limit any suspension to what is reasonably necessary and, where practicable, give prior notice.

7.5 Effect of termination. On termination or account closure: (a) Customer’s right to access the Service ends; (b) Customer may export Customer Data through the Service’s export features before the effective date; and (c) we will delete or return Customer Data in accordance with the DPA, after which we are not obligated to retain it, except for backups and records we are required or permitted to keep.

8. Data protection and security

8.1 Our handling of personal data for which we are the controller (account, billing, and security data) is described in the Privacy Policy.

8.2 Where we process personal data contained in Customer Data on Customer’s behalf, we act as processor and the DPA applies and forms part of these Terms. In case of conflict on personal-data matters, the DPA controls.

8.3 We maintain technical and organizational measures designed to protect Customer Data, as summarized in the Security Overview and detailed in the DPA. We may update these measures provided the overall level of protection is not materially reduced.

8.4 We maintain backups of the production database as described in the Security Overview. Backups are a disaster-recovery measure and are not a substitute for Customer’s own export and retention of Customer Data.

8.5 We use sub-processors to provide the Service. The current list and the change-notification mechanism are on the Sub-processors page and in the DPA.

9. Confidentiality

9.1 “Confidential Information” means non-public information disclosed by one party to the other that is marked or reasonably understood to be confidential, including the Service’s non-public features, pricing, and (as to us) Customer Data.

9.2 The receiving party will use Confidential Information only to perform under these Terms, protect it with at least reasonable care, and not disclose it except to personnel and advisers who need it and are bound by confidentiality. This does not apply to information that is public through no fault of the receiving party, independently developed, rightfully received from a third party, or required to be disclosed by law (with notice where permitted).

10. Warranties and disclaimers

10.1 Each party warrants it has the authority to enter into these Terms.

10.2 We warrant that, during a paid subscription, the Service will perform materially in accordance with its then-current documentation. Customer’s exclusive remedy for breach of this warranty is for us to use reasonable efforts to correct the non-conformity or, if we cannot within a reasonable time, to terminate the affected subscription and refund any pre-paid, unused Fees.

10.3 EXCEPT AS EXPRESSLY STATED, THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE”. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTY THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT ANY AI OUTPUT WILL BE ACCURATE. Some jurisdictions do not allow certain disclaimers; those disclaimers apply only to the extent permitted.

11. Indemnification

11.1 By us. We will defend Customer against a third-party claim that the Service, as provided by us and used in accordance with these Terms, infringes that third party’s intellectual-property rights, and will pay damages finally awarded or agreed in settlement. This does not apply to claims arising from Customer Data, Integrations, modifications not made by us, or use in combination with non-Agily products where the claim would have been avoided without the combination.

11.2 By Customer. Customer will defend us against a third-party claim arising from Customer Data, Customer’s or an Authorized User’s use of the Service in violation of these Terms or law, or an Integration Customer enabled, and will pay damages finally awarded or agreed in settlement.

11.3 The indemnified party must give prompt notice, sole control of the defense, and reasonable cooperation.

12. Limitation of liability

12.1 EXCLUSION. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY IS LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, GOODWILL, OR — EXCEPT WHERE A PARTY HAS FAILED ITS SECURITY OR CONFIDENTIALITY OBLIGATIONS — LOST OR CORRUPTED DATA.

12.2 CAP. EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE FEES PAID OR PAYABLE IN THE 12 MONTHS PRECEDING THE CLAIM.

12.3 EXCEPTIONS. The exclusions and cap do not apply to: Customer’s payment obligations; either party’s indemnification obligations; a party’s breach of the confidentiality section; or liability that cannot be limited under applicable law.

13. Changes to the Service and to these Terms

13.1 We may modify the Service over time. We will not materially reduce the core functionality of a paid subscription during its then-current term.

13.2 We may update these Terms. For material changes, we will give reasonable prior notice (for example, by email to the Customer Account’s administrators or an in-app notice). Changes take effect on the stated date; continued use after that date constitutes acceptance. If Customer objects to a material change, Customer may terminate the affected subscription before the change takes effect and receive a refund of pre-paid, unused Fees.

14. General

14.1 Governing law and venue. These Terms are governed by [the laws of …], without regard to conflict-of-laws rules. Subject to Section 14.2, the parties submit to the exclusive jurisdiction of [the courts of …]. The UN Convention on Contracts for the International Sale of Goods does not apply.

14.2 Dispute resolution. The parties will first attempt to resolve any dispute through good-faith negotiation for 30 days. Any unresolved dispute will be finally resolved by [arbitration body / rules, or remove]. Either party may seek injunctive relief in a court of competent jurisdiction for infringement or misuse of intellectual property or Confidential Information.

14.3 Notices. Legal notices to us must be sent to legal@agily.app and, if required, [Registered office address]. Notices to Customer may be sent to the email addresses of the Customer Account’s administrators or posted in the Service.

14.4 Assignment. Neither party may assign these Terms without the other’s consent, except to a successor in a merger, acquisition, or sale of substantially all assets, on notice.

14.5 Subcontracting. We may use subcontractors and sub-processors to provide the Service and remain responsible for their performance.

14.6 Force majeure. Neither party is liable for failure or delay due to events beyond its reasonable control, excluding payment obligations.

14.7 Independent contractors. The parties are independent contractors; these Terms create no partnership, agency, or joint venture.

14.8 Severability; waiver. If any provision is unenforceable, it is modified to the minimum extent necessary and the rest remains in effect. A failure to enforce is not a waiver.

14.9 Entire agreement; order of precedence. These Terms, the AUP, the DPA (where applicable), any Beta Terms (during a beta), and any Order are the entire agreement and supersede prior agreements on the subject. In case of conflict: an executed Order first (as to its specific terms), then the DPA (for personal-data matters), then these Terms, then the AUP.

14.10 Regulated data. The Service is not designed for, and Customer must not use it to process, data subject to specific regulatory regimes (such as HIPAA-covered protected health information or PCI cardholder data) unless the parties have signed a separate written agreement addressing that use.

[Legal entity name], [Registered office address] · legal@agily.app