Commercial Agreement

2.1 Service Grant: Subject to the terms of this Agreement, Ageiro grants Customer a non-exclusive, non-transferable right to access and use the Platform during the subscription term solely for Customer's internal business purposes and Commercial Use.

2.2 Subscription Term: Customer access to the Platform is valid during the applicable subscription period as specified in the order form or invoice. Access expires at the end of the subscription term unless renewed.

2.3 Platform Availability: Ageiro will use commercially reasonable efforts to maintain Platform availability, with a target uptime of 99.5% calculated monthly, excluding scheduled maintenance.

3.1 Permitted Commercial Activities: Customer may use the Platform for:

• Development and deployment of commercial applications and services
• Business process automation and optimization
• Data analysis and business intelligence for commercial purposes
• Integration with Customer's existing commercial systems and workflows

3.2 Enterprise Features: Commercial subscribers gain access to enterprise-grade features including advanced analytics, priority support, enhanced security controls, and team collaboration tools.

3.3 Scaling Rights: Customer may scale usage within the limits specified in their subscription plan. Additional usage may be subject to overage charges as outlined in the pricing schedule.

4.1 Customer Content: Customer retains all rights, title, and interest in Customer Content. Ageiro claims no ownership rights in Customer Content except as necessary to provide the Platform services.

4.2 AI Features: If Customer opts-in, Customer Content may be used to tune AI features for Customer's exclusive benefit during the Agreement term. Such tuning creates no additional rights for Ageiro.

4.3 Generated Content: Content generated by Ageiro's AI systems in response to Customer prompts becomes Customer Content when adopted by Customer.

4.4 Platform Rights: Ageiro retains all rights in the Platform, including underlying technology, algorithms, and proprietary methods.

5.1 Data Processing: Ageiro will process Customer Personal Data solely for the purpose of providing Platform services as outlined in our Data Processing Agreement (DPA).

5.2 Compliance: Both parties will comply with applicable data protection laws, including GDPR, CCPA, and other relevant privacy regulations.

5.3 Data Residency: Customer data will be stored in secure facilities within regions specified in the service agreement, with options for data localization where required.

5.4 Data Portability: Upon termination, Customer may export their data in standard formats for a period of 30 days after the subscription end date.

6.1 Security Controls: Ageiro maintains comprehensive information security policies addressing administrative, technical, and physical security controls appropriate for the Platform.

6.2 Access Control: The Platform implements role-based access controls, multi-factor authentication, and encrypted communications to protect Customer Content.

6.3 Monitoring: Ageiro employs continuous monitoring, intrusion detection, and anti-malware protections to safeguard the Platform infrastructure.

6.4 Incident Response: Security incidents will be investigated and customers notified within 72 hours when Customer data may be affected.

7.1 Subscription Fees: Customer agrees to pay subscription fees as specified in the order form or pricing schedule. Fees are due monthly or annually based on the selected billing cycle.

7.2 Payment Method: Payments will be automatically charged to the designated payment method on file. Customer is responsible for maintaining valid payment information.

7.3 Late Payment: Overdue payments may result in service suspension after 30 days notice. A late fee of 1.5% per month may apply to overdue balances.

7.4 Refunds: Fees are non-refundable except as required by applicable law or as specified in our refund policy.

8.1 Confidential Information: Both parties acknowledge they may receive confidential information including technical data, business plans, and proprietary methods.

8.2 Protection Obligations: The receiving party will use reasonable care to protect confidential information and prevent unauthorized disclosure for a period of 5 years.

8.3 Permitted Disclosures: Confidential information may be disclosed if required by law, regulation, or court order, with prior notice to the disclosing party when possible.

9.1 Service Warranty: The Platform is provided "as-is" with commercially reasonable efforts to maintain availability and performance. Ageiro does not guarantee uninterrupted service.

9.2 Liability Limits: Ageiro's total liability under this Agreement shall not exceed the fees paid by Customer in the 12 months preceding the claim.

9.3 Excluded Damages: Neither party shall be liable for indirect, incidental, special, or consequential damages, including lost profits or data loss.

10.1 Term: This Agreement continues for the subscription period and renews automatically unless either party provides 30 days written notice of non-renewal.

10.2 Termination for Cause: Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure within 30 days.

10.3 Effect of Termination: Upon termination, Customer's access to the Platform will cease, and Customer must promptly delete any Ageiro confidential information.

11.1 Governing Law: This Agreement is governed by the laws of England and Wales, without regard to conflict of laws principles.

11.2 Jurisdiction: Any disputes arising under this Agreement shall be resolved in the courts of England and Wales.

11.3 Alternative Dispute Resolution: The parties agree to attempt good faith negotiation and mediation before pursuing litigation.