Agencio APAC Pte Ltd
​Agencio Cloud Terms of Service
Effective Date: January 15, 2025
Version: 2.0
1. Agreement to Terms
By accessing and using Agencio Cloud and BerthaMagic ("Service"), operated by Agencio APAC Pte Ltd ("Company," "we," "our," or "us"), you agree to be bound by these Terms of Service ("Terms"). If you disagree with any part of these terms, you do not have permission to access the Service.
These Terms incorporate by reference:
https://www.agencio.cloud/acceptableusepolicy
https://www.agencio.cloud/privacypolicy
2. Description of Service
Agencio Cloud is a comprehensive B2B SaaS "Brand as a Service" platform that provides:
- AI-Powered Marketing Tools: Content generation, strategy development, and optimization using advanced AI models
- Multi-Platform Campaign Management: Creation and management of campaigns across social media platforms including TikTok, Meta (Facebook/Instagram), Google, and others
- Content Posting & Distribution: Direct posting and scheduling of content to connected platforms including TikTok via Content Posting API
- Social Media Integration: Connection to user accounts on TikTok, Meta, Google, and other platforms via OAuth authentication
- Analytics & Insights: Performance tracking, audience analytics, and campaign reporting
- Creative Generation: AI-powered video, image, and content generation using RunwayML, Stability AI, OpenAI, and Anthropic APIs
- Brand Management: Persona generation, brand voice development, and automated brand operations
- Marketing Automation: Multi-channel campaign orchestration and workflow automation
3. Third-Party Platform Integrations
3.1 TikTok Integration
Our Service integrates with TikTok via the TikTok for Developers platform. By using TikTok features in our Service, you acknowledge and agree to:
- Comply with [TikTok's Developer Terms of Service](https://www.tiktok.com/legal/page/global/tik-tok-developer-terms-of-service/en)
- Comply with [TikTok's Community Guidelines](https://www.tiktok.com/community-guidelines)
- Comply with [TikTok's Brand and Use Guidelines](https://tiktokbrandbook.com/d/HhXfjVK1Poj9/legal)
- Authorize us to access your TikTok data as permitted by scopes you grant
- Understand that TikTok content posted through our Service is subject to TikTok's policies and moderation
TikTok Features Include:
- Login Kit: Authentication and user profile access
- Content Posting API: Direct posting and draft uploads to TikTok
- Display API: Access to user videos and profile information
- Video publishing with proper attribution and watermarks
3.2 Meta Platform Integration
Our Service integrates with Meta platforms (Facebook, Instagram) via Meta Marketing APIs. By using Meta features, you agree to comply with:
- [Meta's Platform Terms](https://developers.facebook.com/terms)
- [Meta's Community Standards](https://transparency.fb.com/policies/community-standards/)
- [Meta's Advertising Policies](https://www.facebook.com/policies/ads/)
3.3 Google Platform Integration
Our Service integrates with Google services including Google Ads, Analytics, and YouTube. You agree to comply with:
- [Google API Services User Data Policy](https://developers.google.com/terms/api-services-user-data-policy)
- [Google Ads Policies](https://support.google.com/adspolicy/answer/6008942)
- [YouTube Terms of Service](https://www.youtube.com/t/terms)
3.4 AI Service Providers
Our Service utilizes multiple AI platforms:
- OpenAI API: For content generation and analysis (subject to [OpenAI Terms](https://openai.com/policies/terms-of-use))
- Anthropic API: For advanced AI assistance (subject to [Anthropic Terms](https://www.anthropic.com/legal/commercial-terms))
- RunwayML API: For video generation and editing (subject to [RunwayML Terms](https://runwayml.com/terms/))
- Stability AI API: For image generation (subject to [Stability AI Terms](https://stability.ai/terms-of-service))
3.5 AWS Infrastructure
Our Service is hosted on Amazon Web Services (AWS). By using our Service, you acknowledge that your data may be processed through AWS services subject to [AWS Service Terms](https://aws.amazon.com/service-terms/).
3.6 Platform Compliance
You are solely responsible for:
- Ensuring your content complies with all connected platform policies
- Maintaining valid authorizations for content you upload or distribute
- Responding to takedown notices or policy violations on third-party platforms
- Understanding that platform violations may result in suspension or termination of your access to that platform through our Service
We are not responsible for:
- Actions taken by third-party platforms against your account
- Changes to third-party platform APIs or policies
- Content moderation decisions made by third-party platforms
- Loss of access to third-party platforms
4. User Accounts
4.1 Account Creation
To use certain features of the Service, you must register for an account. You agree to:
- Provide accurate, current, and complete information during registration
- Update such information to keep it accurate, current, and complete
- Be at least 18 years of age or the age of majority in your jurisdiction
- Represent that you have the authority to bind your organization (if applicable)
- Not create accounts using automated means or false information
4.2 Account Security
You are responsible for:
- Safeguarding your password and API credentials
- All activities that occur under your account
- Immediately notifying us of any breach of security or unauthorized use
- Ensuring that authorized users comply with these Terms
- Maintaining secure authentication for all connected third-party platforms
4.3 Account Types
We offer different account tiers with varying features, API limits, and access levels. Features and limits are subject to your subscription plan.
5. Acceptable Use Policy
Your use of the Service is subject to our [Acceptable Use Policy](https://www.agencio.cloud/general-8-1), which prohibits:
5.1 Illegal or Harmful Activities
- Violating any laws or regulations
- Distributing malware, viruses, or harmful software
- Engaging in fraud, harassment, or abuse
- Creating content that threatens, defames, or harms others
5.2 Platform Policy Violations
- Violating TikTok Community Guidelines or any integrated platform policies
- Circumventing platform restrictions or using deceptive practices
- Removing or altering creator watermarks without consent
- Engaging in spam, bot behavior, or inauthentic engagement
- Manipulating metrics or artificially inflating engagement
5.3 Intellectual Property Violations
- Uploading copyrighted content without authorization
- Misusing trademarks or brand identities
- Violating intellectual property rights of others or our Company
5.4 Data and Privacy Violations
- Processing personal data without lawful consent
- Violating GDPR, CCPA, PDPA, or other privacy laws
- Sharing user data without proper authorization
- Scraping or unauthorized data collection
5.5 Service Abuse
- Overloading our systems with excessive API calls
- Attempting to bypass security measures
- Reverse engineering our software or APIs
- Interfering with other users' access to the Service
Consequences of Violations: We reserve the right to immediately suspend or terminate accounts that violate this policy or third-party platform policies.
6. Intellectual Property Rights
6.1 Service Ownership
The Service and its original content, features, software, APIs, and functionality are owned by Agencio APAC Pte Ltd and are protected by:
- International copyright laws
- Trademark laws
- Patent laws
- Trade secret laws
- Other intellectual property rights
6.2 User Content Rights
You retain ownership of content you create or upload to the Service.
By using the Service, you grant us a limited license to:
- Use, modify, reproduce, and display your content solely for providing and improving the Service
- Process your content through third-party AI services as necessary to deliver requested features
- Store your content on AWS infrastructure
- Generate analytics and insights from aggregated, anonymized data
This license is:
- Non-exclusive
- Worldwide
- Royalty-free
- Transferable only in connection with business transfers
- Terminable upon account deletion (subject to legal retention requirements)
6.3 AI-Generated Content
Ownership: You own content generated by our AI tools based on your inputs and prompts.
Limitations:
- AI-generated content may be similar to content generated for other users due to the nature of AI models
- You are responsible for ensuring AI-generated content complies with applicable laws and platform policies
- We do not guarantee the originality, accuracy, or legal compliance of AI-generated content
- You must review and approve all AI-generated content before publication
6.4 Third-Party Content
Content posted to TikTok, Meta, Google, or other platforms through our Service becomes subject to those platforms' terms regarding content ownership and licensing.
Important: When posting to TikTok:
- Do not remove TikTok creator watermarks
- Respect original creator attribution
- Ensure you have rights to republish or share content
- Comply with TikTok's content ownership policies
7. AI-Generated Content Disclaimers
7.1 Content Quality
AI-generated content is provided "as-is" and may contain:
- Factual inaccuracies or outdated information
- Biases present in training data
- Grammatical errors or inconsistencies
- Inappropriate or unexpected outputs
7.2 User Responsibility
You are solely responsible for:
- Reviewing all AI-generated content before use
- Verifying accuracy and appropriateness
- Ensuring compliance with applicable laws and regulations
- Obtaining necessary rights or licenses for content elements
- Content published to third-party platforms
7.3 No Warranties
We do not warrant that AI-generated content will:
- Be error-free, complete, or suitable for your purpose
- Comply with third-party platform policies
- Not infringe third-party rights
- Achieve specific marketing objectives or results
8. Privacy and Data Protection
Your use of the Service is governed by our [Privacy Policy](https://www.agencio.cloud/general-8-2).
8.1 Data Processing
We process your data to:
- Provide the Service and its features
- Connect to third-party platforms on your behalf
- Generate analytics and insights
- Improve our AI models (with opt-out available)
- Comply with legal obligations
8.2 Third-Party Data Sharing
We share data with:
- TikTok: When you authorize TikTok features (user profile data, content for posting)
- Meta: When you authorize Meta features (campaign data, audience insights)
- Google: When you authorize Google features (analytics data, ad campaign information)
- AI Service Providers: Content you generate through AI tools
- AWS: For hosting and infrastructure services
- Analytics Providers: For service improvement (anonymized data)
8.3 Cross-Border Transfers
Your data may be transferred to and processed in countries including:
- Singapore (primary data center)
- United States (AWS regions, AI service providers)
- Other AWS regions as needed for service delivery
We ensure appropriate safeguards for international data transfers.
8.4 Data Retention
- Account data: Retained while your account is active
- TikTok data: Retained per TikTok's data policies and your authorization
- Generated content: Retained per your subscription plan's storage limits
- Analytics data: Retained for up to 24 months
- Legal compliance data: Retained as required by law
9. Payment Terms
9.1 Subscription Plans
Access to features is tiered based on your subscription plan. Plans include:
- Free tier with limited features
- Professional tier with enhanced features and API limits
- Enterprise tier with custom features and dedicated support
9.2 Billing
- Subscription fees are billed in advance monthly or annually
- Fees are non-refundable except as required by law or explicitly stated
- Currency: Fees are charged in USD or your local currency
- Payment methods: Credit card, bank transfer (enterprise plans)
9.3 Automatic Renewal
Subscriptions automatically renew unless:
- You cancel at least 24 hours before the renewal date
- Your payment method fails
- We terminate your account
9.4 Price Changes
We may change subscription prices with 30 days' notice. Continued use after price changes constitutes acceptance.
9.5 Taxes
You are responsible for all applicable taxes, which will be added to your subscription fees.
10. Limitation of Liability
10.1 Service Limitations
TO THE MAXIMUM EXTENT PERMITTED BY LAW:
The Service is provided "AS IS" and "AS AVAILABLE" without warranties of any kind, either express or implied, including but not limited to:
- Warranties of merchantability
- Fitness for a particular purpose
- Non-infringement
- Uninterrupted or error-free service
- Accuracy or reliability of content
10.2 Liability Cap
AGENCIO APAC PTE LTD SHALL NOT BE LIABLE FOR:
- Indirect, incidental, special, consequential, or punitive damages
- Loss of profits, revenue, data, or business opportunities
- Service interruptions or data loss
- Actions by third-party platforms (TikTok, Meta, Google, etc.)
- AI-generated content that violates laws or third-party rights
- Unauthorized access to your account due to your security failures
MAXIMUM LIABILITY: In no event shall our total liability exceed the amount you paid us in the 12 months preceding the claim.
10.3 Third-Party Platforms
We are not liable for:
- TikTok, Meta, Google, or other platform suspensions or bans
- Content moderation decisions by third-party platforms
- Changes to third-party platform APIs or policies
- Loss of data stored on third-party platforms
- Platform outages or service interruptions
10.4 Force Majeure
We are not liable for delays or failures in performance resulting from circumstances beyond our reasonable control, including:
- Natural disasters
- Pandemics or public health emergencies
- Cyber attacks or security incidents
- Government actions or regulations
- Third-party service provider failures
11. Indemnification
You agree to indemnify, defend, and hold harmless Agencio APAC Pte Ltd, its affiliates, officers, directors, employees, agents, and partners from any claims, damages, losses, liabilities, and expenses (including reasonable attorneys' fees) arising from:
- Your use of the Service
- Your violation of these Terms or our Acceptable Use Policy
- Your violation of third-party rights, including intellectual property rights
- Your violation of TikTok, Meta, Google, or other platform policies
- Content you post or distribute through the Service
- Your violation of applicable laws or regulations
- Unauthorized use of your account due to your failure to secure it
This indemnification survives termination of these Terms.
12. Termination
12.1 Termination by You
You may terminate your account at any time by:
- Using the account deletion feature in your settings
- Contacting our support team
- Ceasing to use the Service (for free accounts)
12.2 Termination by Us
We may terminate or suspend your account immediately, without prior notice, for:
- Breach of these Terms or our Acceptable Use Policy
- Violation of TikTok, Meta, Google, or other platform policies
- Fraudulent or illegal activity
- Non-payment of subscription fees
- Extended inactivity (free accounts)
- Requests from law enforcement or regulatory authorities
- Risk to service security or integrity
12.3 Effect of Termination
Upon termination:
- Your access to the Service will cease immediately
- Your data may be deleted after 30 days (subject to legal retention requirements)
- Paid subscriptions will not be refunded (except as required by law)
- Licenses granted to us will terminate (except for limited purposes like legal compliance)
- Your obligations under Sections 6 (Intellectual Property), 10 (Limitation of Liability), 11 (Indemnification), and 13 (Governing Law) survive
12.4 Data Export
Before termination, you may export your data using our data export tools. After termination, data may not be recoverable.
13. Modifications to Terms
13.1 Right to Modify
We reserve the right to modify these Terms at any time. Changes may be necessary due to:
- Changes in applicable laws or regulations
- Changes to third-party platform requirements
- New features or services
- Security or operational needs
13.2 Notice of Changes
We will provide notice of material changes by:
- Posting updated Terms on our website with a new "Effective Date"
- Sending email notice to your registered email address
- Displaying an in-app notification
For material changes, we will provide at least 30 days' notice before the new terms take effect.
13.3 Acceptance of Changes
Continued use of the Service after the effective date of changes constitutes acceptance of the new Terms. If you do not agree to the changes, you must stop using the Service and may terminate your account.
14. Dispute Resolution
14.1 Informal Resolution
Before filing any formal dispute, you agree to contact us at legal@agencio.cloud to attempt informal resolution. We will work in good faith to resolve disputes within 30 days.
14.2 Arbitration
If informal resolution fails, disputes will be resolved through binding arbitration in Singapore under the Singapore International Arbitration Centre (SIAC) Rules, except where prohibited by law.
Exceptions: Either party may seek injunctive relief in court for:
- Intellectual property disputes
- Violations of confidentiality obligations
- Urgent security matters
14.3 Class Action Waiver
You agree to resolve disputes individually and waive the right to participate in class actions, class arbitrations, or representative proceedings, except where such waivers are prohibited by law.
15. Governing Law
15.1 Applicable Law
These Terms shall be governed by and construed in accordance with the laws of Singapore, without regard to conflict of law provisions.
15.2 Jurisdiction
Subject to the arbitration provisions above, you agree to submit to the exclusive jurisdiction of the courts of Singapore for any disputes.
15.3 International Users
If you access the Service from outside Singapore, you are responsible for compliance with local laws.
16. Miscellaneous Provisions
16.1 Entire Agreement
These Terms, together with our Privacy Policy and Acceptable Use Policy, constitute the entire agreement between you and Agencio APAC Pte Ltd regarding the Service.
16.2 Severability
If any provision of these Terms is found to be unenforceable, the remaining provisions will remain in full effect.
16.3 No Waiver
Our failure to enforce any provision of these Terms does not constitute a waiver of that provision.
16.4 Assignment
You may not assign or transfer these Terms without our written consent. We may assign these Terms in connection with a merger, acquisition, or sale of assets.
16.5 Force Majeure
Neither party is liable for delays or failures in performance resulting from causes beyond reasonable control.
16.6 Language
These Terms are written in English. Any translations are for convenience only. In case of conflicts, the English version prevails.
16.7 Survival
Provisions that by their nature should survive termination will survive, including ownership, warranty disclaimers, indemnification, limitations of liability, and dispute resolution.
17. Contact Information
For questions, concerns, or notices regarding these Terms, please contact us:
Agencio APAC Pte Ltd
General Inquiries:
- Email: info@agencio.sg
- Website: https://www.agencio.cloud
Legal & Compliance:
- Email: legal@agencio.cloud
Data Protection:
- Data Protection Officer: dpo@agencio.cloud
Address:
Agencio APAC Pte Ltd
Sunrise Gardens
Singapore
Support:
- Support Portal: Available through your account dashboard
- Response Time: Within 24-48 hours for standard inquiries
18. Special Provisions for TikTok Integration
18.1 TikTok-Specific Obligations
When using TikTok features through our Service, you specifically agree to:
1. Content Integrity: Not remove, alter, or obscure TikTok watermarks or creator attribution
2. Authentication: Maintain valid TikTok authorization and refresh tokens as needed
3. Content Rights: Only post content you have rights to use on TikTok
4. Community Guidelines: Comply with TikTok Community Guidelines for all content posted
5. Data Use: Use TikTok data only as authorized by TikTok scopes and policies
6. Brand Compliance: Follow TikTok's Brand and Use Guidelines in all materials
18.2 TikTok Data Usage
We access TikTok data based on scopes you authorize, which may include:
- user.info.basic: Your profile information (username, avatar, display name)
- video.list: Your public videos on TikTok
- video.publish: Ability to post content directly to your TikTok account
- video.upload: Ability to upload content as drafts to your TikTok account
Data Retention: TikTok data is retained only as long as necessary to provide authorized features and in compliance with TikTok's data policies.
18.3 TikTok Platform Changes
You acknowledge that:
- TikTok may change its APIs, policies, or features at any time
- We will make reasonable efforts to adapt to TikTok platform changes
- Some features may become unavailable if TikTok discontinues API support
- We are not liable for TikTok platform changes that affect functionality
18.4 TikTok Compliance Monitoring
We may monitor usage to ensure compliance with TikTok policies and may:
- Suspend TikTok features if violations are detected
- Report violations to TikTok as required
- Terminate your access to TikTok features for policy violations
18.5 TikTok Anti-Discrimination Ad Policy
Effective: October 2024 (TikTok Policy)
When using TikTok features in our Service, particularly for advertising or promotional content, you must comply with TikTok's Anti-Discrimination Ad Policy. This policy applies to all content posted through our Service that constitutes advertising or promotional material on TikTok.
18.5.1 Policy Overview
TikTok's mission is to inspire creativity and bring joy. When advertising on TikTok through our Service, you are expected to be respectful, inclusive, and honest. You must abide by all applicable local rules and regulations as well as TikTok's overarching Ad Policies.
18.5.2 Prohibited Discriminatory Practices
TikTok prohibits advertisers from using ad products to wrongfully discriminate against people. Accordingly, when using our Service to create or distribute advertising content on TikTok, you may not:
1. Include discriminatory or harassing content in your advertising
2. Include content that encourages wrongful discrimination or harassment
3. Use audience selection tools to wrongfully target specific groups of people for advertising
4. Use audience selection tools to wrongfully exclude specific groups of people from seeing your ads
18.5.3 Protected Categories
You may not use TikTok's audience tools (including Custom Audiences, behavior-based targeting, or interest-based targeting available through our Service) to wrongfully target or exclude users based on the following categories:
Categories Prohibited for Discriminatory Ad Targeting:
- Race, Caste, Tribe, Ethnicity: No targeting or exclusion based on racial or ethnic characteristics
- Familial Status: No discrimination based on family structure or parental status
- Sexual Orientation or Gender Identity: No targeting or exclusion based on LGBTQ+ status or gender identity
- National Identity, Citizenship, Origin, or Immigration Status: No discrimination based on nationality, country of origin, or immigration status
- Veteran Status: No discrimination based on military service or veteran status
- Political Groups, Religion, or Union Affiliations: No targeting based on beliefs regarding political groups, religious affiliations, or union membership
- Personal, Financial, or Legal Hardships: No exploitation of individuals experiencing difficulties
- Individual Health Statuses or Disabilities: No discrimination based on mental, physical, genetic, or emotional health conditions or disabilities
- Any Other Protected Categories: Any additional categories protected under applicable local, state, national, or international laws
18.5.4 Advertiser Responsibilities
You are solely responsible for:
1. Compliance with Applicable Laws: Ensuring your use of TikTok's ad tools and audience targeting features complies with all applicable anti-discrimination laws and regulations in your jurisdiction and the jurisdictions where your ads are displayed
2. Proper Tool Usage: Using TikTok's audience selection tools, Custom Audiences, and targeting features in a lawful, non-discriminatory manner
3. Housing, Employment, and Credit Advertising: Ensuring specific compliance when advertising:
- Housing opportunities
- Employment opportunities
- Credit or financial services
These categories are subject to heightened anti-discrimination requirements under laws such as the U.S. Fair Housing Act, Equal Credit Opportunity Act, and similar laws globally.
4. Local Law Compliance: Understanding and complying with region-specific anti-discrimination requirements, which may vary by location
18.5.5 Regional Variations
TikTok's approach to ad policies takes into account that laws, cultures, and values vary by region. Anti-discrimination requirements may differ based on:
- Local anti-discrimination laws
- Cultural norms and protected categories
- Regional regulatory requirements
You are responsible for:
- Understanding applicable laws in all regions where your ads are displayed
- Consulting with legal professionals regarding compliant use of ad targeting tools
- Adapting your advertising practices to comply with the most restrictive applicable laws
18.5.6 Platform Evolution and Updates
As TikTok develops new products, features, and services, TikTok may include additional targeting restrictions as required by applicable laws and regulations. You agree to:
- Stay informed of updates to TikTok's Anti-Discrimination Ad Policy
- Adapt your advertising practices to comply with new restrictions
- Accept that continued use of TikTok features through our Service constitutes acceptance of updated policies
18.5.7 Enforcement and Consequences
If we detect or are notified of potential violations of TikTok's Anti-Discrimination Ad Policy:
1. Investigation: We will investigate the potential violation
2. Suspension: We may immediately suspend your ability to post advertising content to TikTok
3. Notification: We will notify you of the suspected violation
4. Remediation: You will be required to remedy the violation before TikTok advertising features are restored
5. Reporting: We may report violations to TikTok as required by our agreement with TikTok
6. Termination: Repeated or severe violations may result in permanent termination of TikTok features or your entire account
TikTok's Actions: TikTok may independently:
- Remove ads that violate their Anti-Discrimination Ad Policy
- Suspend or terminate your TikTok account
- Take legal action for violations of applicable laws
- Report violations to regulatory authorities
18.5.8 Your Acknowledgments
By using TikTok advertising features through our Service, you acknowledge and agree that:
1. You have read and understood TikTok's Anti-Discrimination Ad Policy (effective October 2024)
2. You will comply with all applicable anti-discrimination laws and regulations
3. You will not use our Service or TikTok's tools to wrongfully discriminate against any protected group
4. You understand that this guide is not a substitute for legal advice and that you should consult legal professionals for guidance on compliant advertising practices
5. You accept responsibility for ensuring your advertising campaigns comply with TikTok's policies and applicable laws
6. You will hold harmless Agencio APAC Pte Ltd from any claims arising from your discriminatory advertising practices
18.5.9 Disclaimer
This section is a summary of TikTok's Anti-Discrimination Ad Policy for your convenience. It does not replace or supersede TikTok's official policy.
For complete, authoritative information, you must:
- Review TikTok's full Anti-Discrimination Ad Policy
- Consult with legal professionals regarding your specific advertising use cases
- Stay informed of policy updates directly from TikTok
We are not providing legal advice. Compliance with anti-discrimination laws is your sole responsibility.
18.5.10 Resources and Support
For questions about TikTok's Anti-Discrimination Ad Policy:
- Contact your TikTok representative for region-specific nuances
- Consult legal counsel specializing in advertising law and anti-discrimination regulations
- Review applicable local laws in all jurisdictions where you advertise
19. Enterprise Customer Provisions
This Section applies to Enterprise-tier customers and customers with negotiated Enterprise Agreements.
19.1 Service Level Agreement (SLA)
19.1.1 Uptime Commitment
Enterprise customers receive the following uptime guarantees:
- Monthly Uptime Target: 99.5% (calculated as percentage of total minutes in the calendar month)
- Measurement Period: Calendar month (UTC)
- Covered Services: Core platform functionality, API availability, authentication services
19.1.2 Service Credits
If we fail to meet the 99.5% monthly uptime target, Enterprise customers receive service credits:
| Actual Monthly Uptime | Service Credit |
|-|-|
| < 99.5% but ≥ 99.0% | 10% of monthly fees |
| < 99.0% but ≥ 98.5% | 15% of monthly fees |
| < 98.5% but ≥ 98.0% | 20% of monthly fees |
| < 98.0% | 25% of monthly fees |
Service Credit Cap: Maximum 100% of monthly fees for the affected month
19.1.3 Exclusions from Uptime Calculation
Downtime does not count against SLA if caused by:
- Scheduled Maintenance: Up to 4 hours per month with 48-hour advance notice via email and status page
- Emergency Maintenance: Critical security patches or urgent infrastructure repairs
- Force Majeure: Events beyond our reasonable control (see Section 19.7)
- Your Actions: Issues caused by your misuse, unauthorized modifications, or security breaches
- Third-Party Services: Outages of TikTok, Meta, Google, AWS, or other integrated platforms
- Your Equipment: Issues with your internet, devices, or local infrastructure
19.1.4 Claiming Service Credits
To claim service credits:
1. Submit request to legal@agencio.cloud within 30 days of the incident
2. Include: incident dates, description, impact on your business
3. We will verify the claim within 15 business days
4. Credits applied to next month's invoice (or final invoice if terminating)
5. Credits are your sole and exclusive remedy for SLA breaches
Service credits:
- Cannot be redeemed for cash
- Do not roll over to subsequent months
- Apply only to subscription fees, not usage charges or third-party costs
19.2 Data Processing Agreement (DPA)
19.2.1 DPA Availability
Enterprise customers may execute our Data Processing Addendum (DPA), which:
- Governs our processing of Customer Data on your behalf
- Incorporates EU Standard Contractual Clauses (SCCs) for international transfers
- Meets GDPR, PDPA, CCPA, and other data protection law requirements
- Defines processor and sub-processor obligations
To request the DPA:
- Email: legal@agencio.cloud
- Subject: "DPA Request - [Company Name]"
- Include: Company legal name, jurisdiction, data protection requirements
19.2.2 DPA Structure
The DPA includes:
- Exhibit A: Data Processing Addendum (main terms)
- Annex I: Details of processing (purposes, data categories, data subjects)
- Annex II: Technical and organizational security measures
- Annex III: List of sub-processors
- Annex IV: EU Standard Contractual Clauses (where applicable)
19.2.3 Sub-Processor Management
We maintain a current list of sub-processors at: https://www.agencio.cloud/sub-processors
Sub-processors include:
- AWS (hosting and infrastructure)
- OpenAI, Anthropic, RunwayML, Stability AI (AI services)
- TikTok, Meta, Google (platform integrations)
- Analytics and monitoring providers
New Sub-Processor Notification:
1. We provide 30-day advance notice of new sub-processors via:
- Email to Account Administrator
- Platform notification
- Updated sub-processor list
2. You may object to new sub-processors within 15 days if:
- The sub-processor creates data protection compliance issues
- You have legitimate concerns about data security
3. If we cannot resolve your objection:
- You may terminate the agreement without penalty
- We will provide pro-rata refund of prepaid fees
- Transition assistance per Section 19.4
19.3 AI Data Training Rights
19.3.1 Use of Customer Data for AI Training
We may use aggregated, anonymized user data to train and improve our proprietary AI models.
By using the Service, you grant us:
- A non-exclusive, perpetual, worldwide, royalty-free license to use aggregated, anonymized data from your use of the Service
- To develop, train, and improve our AI models and algorithms
- To enhance service quality, accuracy, and functionality
19.3.2 What We Use
We may use:
- Aggregated usage patterns (e.g., "users frequently request X type of content")
- Anonymized prompts and outputs (stripped of identifying information)
- Performance metrics and interaction data
- Error logs and debugging information
We do NOT:
- Share individual prompts or outputs with other customers
- Use confidential business information to train models accessible to competitors
- Attribute data back to specific customers in trained models
19.3.3 Confidentiality Protections
Your individual prompts and outputs remain confidential:
- Not shared with other Service users
- Not used to train third-party AI models without consent
- Protected by confidentiality provisions in Section 20
19.3.4 Opt-Out Option
Enterprise customers may opt out of AI training data use:
- Email: legal@agencio.cloud with "AI Training Opt-Out Request"
- Opt-out applies within 30 days of request
- Exception: Essential service improvements (bug fixes, security, core functionality) are not opt-outable
- Opt-out may limit access to certain beta features or experimental AI capabilities
19.4 Termination Transition Assistance
19.4.1 Standard Transition Support (All Customers)
Upon termination or non-renewal, we provide:
30-Day Data Export Period:
- Access to data export tools for 30 days after termination
- Export formats: JSON, CSV, ZIP archives
- Self-service download via account dashboard
Data Included:
- All customer-created content
- Campaign data and analytics
- User data and settings
- Generated content and assets
- Metadata and configuration
90-Day Backup Retention:
- We retain backups for 90 days after termination
- Available for recovery in case of accidental deletion or export errors
- Chargeable recovery fee: $250 per recovery request
19.4.2 Enterprise Transition Support
Enterprise customers receive enhanced transition assistance:
60-Day Extended Export Period:
- Extended access to data export functionality
- Priority support for export issues
- Bulk export assistance for large datasets
Professional Transition Services (Optional):
- Migration planning consultation
- Data format conversion assistance
- Third-party platform integration support
- Technical support during transition
- Pricing: Then-current professional services rates (typically $200-$350/hour)
Concierge Migration Service (Enterprise):
- Dedicated migration specialist
- Custom data extraction and formatting
- Direct transfer to new platform (where supported)
- Post-migration verification and support
- Pricing: Custom quote based on data volume and complexity
To request Enterprise transition services:
- Email: legal@agencio.cloud
- Subject: "Enterprise Transition Request"
- Include: Termination date, data volume estimate, destination platform
19.5 Enhanced Liability Caps for Enterprise
19.5.1 Tiered Liability Caps
Our liability to you is capped based on your subscription tier:
Free and Professional Tiers:
- Cap: Greater of (a) fees paid in the 12 months preceding the claim, or (b) $50,000 USD
Enterprise Tier:
- Cap: Greater of (a) fees paid in the 24 months preceding the claim, or (b) $500,000 USD
19.5.2 Exclusions from Liability Cap
The liability cap does NOT apply to:
1. Gross Negligence or Willful Misconduct: Our intentional or recklessly negligent acts
2. Intellectual Property Infringement: Our infringement of your IP rights (your indemnification of us is not capped)
3. Data Breaches from Our Non-Compliance: Security breaches caused by our failure to implement required security measures
4. Indemnification Obligations: Your indemnity obligations to us or our indemnity obligations to you
5. Criminal Acts: Any criminal conduct by either party
6. Death or Personal Injury: Claims for death or personal injury caused by negligence
7. Fraud: Fraudulent misrepresentation or fraudulent concealment
19.5.3 Aggregate Cap
If multiple claims arise from related events, the cap applies to the aggregate of all related claims, not per claim.
19.6 Export Control Compliance
19.6.1 Your Export Control Obligations
You warrant and represent that you will NOT:
1. Use the Service in or for embargoed countries including (but not limited to):
- Countries subject to comprehensive U.S. sanctions (currently: Cuba, Iran, North Korea, Syria, Crimea region)
- Countries designated by OFAC, EU, UN, or other sanctions authorities
- Any jurisdiction where use of the Service would violate applicable export controls
2. Provide Service access to restricted entities or persons:
- Persons or entities on denied parties lists (OFAC SDN, BIS Entity List, etc.)
- Government officials or state-owned enterprises in restricted countries
- Any person or entity engaged in proliferation of weapons of mass destruction
3. Use the Service for prohibited end-uses:
- Development of nuclear, chemical, or biological weapons
- Missile technology development
- Military end-uses in countries subject to arms embargoes
19.6.2 Compliance Verification
We may:
- Request information to verify export control compliance
- Conduct screening against denied parties lists
- Suspend access if violations are suspected
- Report suspected violations to appropriate authorities
19.6.3 Suspension for Export Control Violations
If we suspect export control violations:
1. We may immediately suspend Service access
2. We will notify you of the suspected violation
3. You must provide evidence of compliance within 10 business days
4. If violation confirmed, we will terminate your account without refund
19.6.4 Your Indemnification
You indemnify us for:
- Any fines, penalties, or damages arising from your export control violations
- Legal costs defending against export control enforcement actions related to your use
- Losses from government sanctions or restrictions imposed due to your violations
19.7 Force Majeure (Expanded Definition)
19.7.1 Force Majeure Events
Neither party is liable for delays or failures in performance resulting from circumstances beyond reasonable control, including:
Natural Disasters:
- Earthquakes, floods, hurricanes, tornadoes, tsunamis
- Wildfires, volcanic eruptions, severe weather
Public Health Events:
- Pandemics, epidemics, public health emergencies
- Government-mandated quarantines or lockdowns
Infrastructure Failures:
- Utility outages (power, internet, telecommunications)
- Widespread network disruptions
- Data center failures affecting AWS or other providers
Cyberattacks (on infrastructure providers):
- DDoS attacks on AWS, Cloudflare, or internet backbone providers
- Widespread cyberattacks on critical infrastructure
- Note: Attacks specifically targeting our Service are NOT force majeure
Supply Chain Disruptions:
- Inability to obtain critical hardware or software components
- Shipping delays affecting essential equipment
- Vendor failures preventing service delivery
Labor Disruptions:
- Strikes, lockouts, labor shortages
- Industry-wide work stoppages
Government Actions:
- Laws, regulations, or orders preventing performance
- Trade restrictions, embargoes, sanctions
- Government seizure or nationalization
War and Civil Unrest:
- War, terrorism, insurrection, riots
- Civil disorder, sabotage
19.7.2 Force Majeure Procedures
Notice Requirement:
- Party claiming force majeure must provide written notice within 72 hours of the event
- Notice must describe: (a) the event, (b) expected duration, (c) impact on performance
Mitigation Obligation:
- Affected party must use reasonable efforts to mitigate impact
- Must provide regular updates on status and expected resolution
Right to Terminate:
- If force majeure continues for more than 60 consecutive days, either party may terminate affected services
- Termination requires 30 days' written notice
- Pro-rata refund of prepaid fees for affected services
Resumption:
- Parties must resume performance as soon as reasonably possible after force majeure ends
19.8 Anti-Competitive Use Prohibition
19.8.1 Prohibited Anti-Competitive Conduct
You may NOT use the Service to facilitate, coordinate, or engage in:
1. Price-Fixing: Agreements or coordination with competitors regarding prices, pricing strategies, or pricing information
2. Market Allocation: Agreements to divide markets, customers, territories, or product lines with competitors
3. Bid Rigging: Coordination on bids, quotes, or proposals in competitive procurement processes
4. Group Boycotts: Agreements with competitors to refuse to deal with specific suppliers, customers, or competitors
5. Coordinated Exclusion: Actions to exclude competitors from markets or distribution channels through coordinated conduct
6. Information Exchange: Sharing competitively sensitive information (prices, costs, strategies) with competitors through the Service
19.8.2 Our Enforcement Rights
If we detect or are notified of suspected anti-competitive conduct:
1. Immediate Investigation: We will investigate the suspected violation
2. Account Suspension: We may immediately suspend accounts involved pending investigation
3. Reporting to Authorities: We may (and in some jurisdictions must) report suspected anti-competitive conduct to:
- Competition authorities (FTC, DOJ, EU Commission, etc.)
- Regulatory agencies
- Law enforcement
4. Immediate Termination: We will terminate accounts found to be facilitating anti-competitive conduct
5. Cooperation: We will cooperate with government investigations
19.8.3 Your Acknowledgment
You acknowledge that:
- Anti-competitive conduct may violate antitrust/competition laws
- Violations can result in severe civil and criminal penalties
- We have no tolerance for use of our Service for illegal anti-competitive conduct
- Your use for such purposes violates these Terms and may result in immediate termination
19.9 API Change Management Commitment
19.9.1 Our API Change Commitments
For changes to OUR APIs and platform features:
90-Day Notice for Material Changes:
- We provide minimum 90 days' advance notice for:
- Breaking changes to API endpoints
- Removal of API features or functionality
- Changes to authentication methods
- Significant changes to data structures or response formats
Backward Compatibility:
- We maintain backward compatibility for 12 months where technically feasible
- Legacy endpoints remain functional during transition period
- We provide migration guides and technical support
Deprecation Process:
1. T-90 days: Announce deprecation via email, platform notifications, developer portal
2. T-60 days: Deprecation warnings appear in API responses
3. T-30 days: Final reminder and migration deadline notice
4. T-0 days: Legacy feature removed (after 12-month backward compatibility period if applicable)
Minor Changes:
- Non-breaking changes (new optional parameters, new endpoints, additional response fields) may be implemented with shorter notice
- Communicated via changelog and developer updates
19.9.2 Third-Party Platform API Changes
For changes to TikTok, Meta, Google, and other third-party platform APIs:
We commit to:
1. 30-Day Response Time: Address breaking changes from third-party platforms within 30 days of change announcement
2. Alternative Solutions: If we cannot maintain functionality due to third-party changes, we will:
- Offer alternative approaches where available
- Provide clear communication about impact
- Offer pro-rata refunds if core functionality becomes unavailable
3. Proactive Monitoring: Monitor third-party platform roadmaps and beta programs to anticipate changes
Limitations:
- We are not responsible for sudden, unannounced changes by third-party platforms
- Some third-party changes may be outside our control
- Third-party platform discontinuation may result in feature removal
19.9.3 Communication Channels
API change notifications sent via:
- Email to Account Administrator
- Developer portal announcements
- In-platform notifications
- API changelog page
- Monthly platform updates newsletter
19.10 Commitment to Best Practices and Emerging Standards
19.10.1 Continuous Compliance Commitment
Agencio.cloud commits to implement, adhere to, and comply with any and all valid best practices as they come on stream.
This includes:
- New Industry Standards: Emerging best practices in SaaS, AI, data protection, and social media marketing
- Adjacent Sector Guidelines: Standards from related industries and technologies
- New Media Platforms: Best practices for emerging social media and content platforms
- Sub-Processor Channel Standards: Requirements from new third-party service providers and integrations
- Regulatory Guidance: New guidance from regulators and standards bodies
19.10.2 Rapid Update Commitment
We commit to:
- Fast Implementation: Implement new best practices and standards within reasonable timeframes
- User Compliance: Update platform features and policies to ensure users can comply with new requirements
- System Needs: Adapt our systems and processes to meet evolving standards
Examples of areas monitored:
- TikTok, Meta, Google policy updates
- AI ethics and responsible AI standards
- Data privacy regulations (GDPR, CCPA, PDPA, emerging laws)
- Advertising standards and self-regulatory codes
- Industry-specific compliance requirements (financial services, healthcare, etc.)
- Accessibility standards (WCAG, ADA)
- Security frameworks (SOC 2, ISO 27001)
19.10.3 Update Process
When new best practices emerge:
1. Assessment: Evaluate applicability and requirements within 30 days
2. Implementation Planning: Develop implementation timeline (typically 60-180 days based on complexity)
3. Customer Communication: Notify customers of upcoming changes and compliance requirements
4. Platform Updates: Roll out necessary system changes
5. Policy Updates: Update Terms, Privacy Policy, or other policies as needed
6. Support: Provide guidance to help customers comply
19.10.4 Customer Notification
For material changes driven by new best practices:
- 90-day advance notice where feasible
- Detailed explanation of changes and rationale
- Migration guides or compliance resources
- Support for implementation questions
19.10.5 Your Cooperation
You agree to:
- Cooperate with necessary updates to maintain compliance
- Adapt your use of the Service to meet new requirements
- Implement required changes within specified timeframes
- Maintain ongoing compliance with evolving standards
19.11 Enterprise Support and Service Management
19.11.1 Dedicated Support (Enterprise Tier)
Enterprise customers receive:
- Dedicated Account Manager: Single point of contact for service issues
- Priority Support: Response within 4 business hours for critical issues
- Escalation Path: Direct access to technical leadership for urgent matters
- Quarterly Business Reviews: Performance reviews, optimization recommendations
- Custom Integration Support: Assistance with complex workflows and integrations
19.11.2 Change Notifications
Enterprise customers receive advance notification of:
- Platform changes and new features
- Policy updates
- Third-party platform changes affecting functionality
- Security updates and maintenance windows
- Pricing changes (with 90-day notice)
20. Confidentiality (Enterprise)
20.1 Confidential Information Definition
"Confidential Information" means:
- All non-public business, technical, financial, and customer information
- Your content, data, prompts, and outputs
- Our source code, algorithms, and proprietary methods
- Business strategies, pricing, and customer lists
- Information marked as confidential or that should reasonably be understood as confidential
20.2 Obligations
Both parties agree to:
- Protect Confidential Information with reasonable care
- Not disclose to third parties without consent
- Use only for purposes of the agreement
- Return or destroy upon termination
20.3 Exceptions
Confidential Information does not include information that:
- Was already public or becomes public through no fault of recipient
- Was already known to recipient without confidentiality obligations
- Was independently developed by recipient
- Must be disclosed by law (with notice to disclosing party)
Last Updated: December 27, 2024
Version: 2.2
By using Agencio Cloud, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service.
Last Updated: January 15, 2025