Terms of Service

1. Introduction and Acceptance

These Terms of Service ("Terms") constitute a legally binding agreement between you ("User," "you," or "your") and ICM Motion GmbH, a company registered under the laws of Germany ("Company," "we," "us," or "our"), governing your access to and use of the AGNT platform, including the website at agnt.ai, the AGNT progressive web application, API integrations, and all related services (collectively, the "Service").

By creating an account, accessing, or using the Service, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy. If you do not agree to these Terms, you must not use the Service.

We may update these Terms from time to time. If we make material changes, we will notify you via email or through the Service at least 30 days before the changes take effect. Your continued use of the Service after such changes constitutes acceptance of the updated Terms.

2. Eligibility and Account Registration

You must be at least 18 years of age to create an account and use the Service. By registering, you represent and warrant that you meet this age requirement and that all information you provide during registration is accurate, current, and complete.

You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You must notify us immediately at legal@agnt.ai if you suspect unauthorized access to your account.

Each User may maintain only one personal account. Accounts are non-transferable. We reserve the right to suspend or terminate accounts that violate these Terms or that we reasonably believe are fraudulent.

3. Description of the Service

AGNT is a personal AI agent platform. Users connect messaging channels (WhatsApp, Telegram) and interact with an AI agent that provides assistance with:

• Venue discovery and intent-based search
• Booking facilitation at restaurants, bars, and other venues
• Calorie scanning and food diary tracking
• Product identification and price comparison (Dupe Search)
• Transport deep links and courier booking
• Social features including agent following and activity feeds

The Service also includes a venue administration dashboard for business Users to manage their listings, respond to bookings, and access analytics.

4. AI Agent Limitations and Disclaimer

The AI agent is a software tool that generates responses based on machine learning models. It is not a human, and its outputs do not constitute professional advice of any kind, including but not limited to medical, nutritional, legal, financial, or travel advice.

Calorie estimates, nutritional information, and food diary entries are approximate and generated by AI image recognition. They should not be relied upon for medical dietary planning or the management of health conditions. Always consult a qualified healthcare professional for dietary or medical guidance.

Product price comparisons and search results are sourced from third-party marketplaces and may not reflect real-time pricing, availability, or authenticity. We do not guarantee the accuracy of any product listing or comparison.

The AI agent may occasionally produce inaccurate, incomplete, or outdated information. You acknowledge that you use the Service at your own discretion and risk, and that you are solely responsible for any decisions or actions taken based on AI-generated content.

5. Booking Terms

AGNT acts solely as a facilitator for bookings at third-party venues. When you make a booking through the Service, you enter into a direct relationship with the venue. AGNT is not a party to that transaction and does not provide the underlying hospitality services.

Venues are solely responsible for the quality, safety, and delivery of their services. We do not guarantee venue availability, service quality, or that any booking will be honored by the venue.

Cancellation and no-show policies are set by each venue individually. You are responsible for reviewing applicable venue policies before confirming a booking.

6. Subscription Plans and Pricing

AGNT offers the following subscription tiers for consumer Users:

• Free — 20 messages per month, limited feature access
• Pro ($29/month) — Unlimited messages, access to all core features including venue bookings, calorie scanning, dupe search, and transport
• Power ($49/month) — Everything in Pro, plus financial tools and priority support

For business Users, AGNT offers venue subscription plans:

• Starter ($49/month) — Basic venue listing and booking management
• Growth ($149/month) — Enhanced visibility, analytics, and promotional tools
• Pro ($299/month) — Full suite including advanced analytics, priority placement, and dedicated support

All prices are in US Dollars and exclusive of applicable taxes unless otherwise stated. We reserve the right to modify pricing with 30 days' prior notice.

7. Payment, Auto-Renewal, and Cancellation

All payments are processed through Stripe, Inc. By subscribing to a paid plan, you authorize Stripe to charge your selected payment method on a recurring monthly basis.

Subscriptions automatically renew at the end of each billing cycle unless cancelled. You may cancel your subscription at any time through your account settings or by contacting us at legal@agnt.ai. Cancellation takes effect at the end of the current billing period. You will retain access to paid features until that date.

We do not offer refunds for partial billing periods. If you cancel mid-cycle, you will not be charged for the next period, but no pro-rata refund will be issued for the remaining days of the current period.

If a payment fails, we may retry the charge and/or suspend your access to paid features until the payment issue is resolved. We will notify you of any payment failures via email.

8. Acceptable Use

You agree not to:

• Use the Service to send spam, unsolicited messages, or bulk communications
• Attempt to scrape, crawl, or extract data from the Service through automated means
• Reverse-engineer, decompile, or disassemble any part of the Service
• Use the Service to harass, threaten, or abuse other Users or third parties
• Impersonate any person or entity, or falsely represent your affiliation with any person or entity
• Circumvent or attempt to circumvent usage limits, rate limits, or access controls
• Use the Service for any unlawful purpose or in violation of any applicable law or regulation
• Transmit viruses, malware, or other harmful code through the Service
• Create multiple accounts to exploit the Free tier or any promotional offers
• Resell or redistribute the Service or any AI-generated content for commercial purposes without our prior written consent

We reserve the right to investigate and take appropriate action, including suspension or termination of your account, for any violation of this section.

9. Intellectual Property

The Service, including its design, software, text, graphics, logos, trademarks, and all other content created by us (collectively, "Our Content"), is owned by ICM Motion GmbH and is protected by applicable intellectual property laws.

You retain ownership of any content you submit to the Service ("User Content"), including messages, photos, and profile information. By submitting User Content, you grant us a non-exclusive, worldwide, royalty-free license to use, process, and display such content solely for the purpose of providing and improving the Service.

AI-generated content produced by the Service (such as venue recommendations, calorie estimates, and search results) does not constitute Our Content and is provided to you on an as-is basis. You may use such content for personal, non-commercial purposes.

10. Privacy and Data Protection

Your use of the Service is also governed by our Privacy Policy, which describes how we collect, use, store, and protect your personal data in accordance with the General Data Protection Regulation (GDPR) and other applicable data protection laws.

By using the Service, you consent to the processing of your data as described in our Privacy Policy. If you connect third-party messaging services (WhatsApp, Telegram), you acknowledge that message content is processed by our AI systems to provide the Service.

11. Third-Party Services

The Service integrates with and may link to third-party services, including but not limited to Stripe (payments), WhatsApp, Telegram, Shopee, Tokopedia, Lazada, Grab, GoJek, Uber, and Lalamove. These third-party services are governed by their own terms of service and privacy policies.

We are not responsible for the availability, accuracy, content, or practices of any third-party services. Your use of third-party services through AGNT is at your own risk, and you are responsible for reviewing and complying with the applicable third-party terms.

12. Limitation of Liability

To the maximum extent permitted by applicable law, ICM Motion GmbH and its officers, directors, employees, agents, and affiliates shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, data, goodwill, or other intangible losses, arising out of or in connection with your use of or inability to use the Service.

Our total aggregate liability for all claims arising out of or relating to these Terms or the Service shall not exceed the greater of (a) the total amount you paid to us in the twelve (12) months preceding the claim, or (b) one hundred US dollars ($100).

The limitations in this section apply regardless of the theory of liability (contract, tort, strict liability, or otherwise) and even if we have been advised of the possibility of such damages. Some jurisdictions do not allow the exclusion or limitation of certain damages; in such cases, our liability shall be limited to the fullest extent permitted by law.

13. Disclaimer of Warranties

The Service is provided on an "as is" and "as available" basis without warranties of any kind, whether express, implied, or statutory. We expressly disclaim all implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

We do not warrant that the Service will be uninterrupted, error-free, secure, or free of viruses or other harmful components. We do not warrant the accuracy, completeness, or reliability of any content generated by or available through the Service.

14. Indemnification

You agree to indemnify, defend, and hold harmless ICM Motion GmbH and its officers, directors, employees, agents, and affiliates from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) your use of the Service; (b) your violation of these Terms; (c) your violation of any third-party rights, including intellectual property or privacy rights; or (d) any User Content you submit through the Service.

15. Termination

You may terminate your account at any time by contacting us at legal@agnt.ai or through your account settings. Upon termination, your right to use the Service ceases immediately.

We may suspend or terminate your account and access to the Service at any time, with or without cause, and with or without notice. Grounds for termination include, but are not limited to, violations of these Terms, fraudulent activity, non-payment, or extended inactivity.

Upon termination, we will delete your personal data in accordance with our Privacy Policy and applicable data retention laws, except where we are required or permitted by law to retain certain information. Any outstanding payment obligations survive termination.

16. Governing Law

These Terms shall be governed by and construed in accordance with the laws of the Federal Republic of Germany, without regard to its conflict-of-law principles. The provisions of the United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply. Where applicable, mandatory consumer protection laws of your country of residence shall apply to the extent they provide greater protections than German law.

17. Dispute Resolution

In the event of a dispute arising out of or relating to these Terms, you and ICM Motion GmbH agree to first attempt to resolve the dispute informally by contacting us at legal@agnt.ai. We will make good-faith efforts to resolve your concern within 30 days.

If the dispute cannot be resolved informally, it shall be submitted to the exclusive jurisdiction of the courts of Berlin, Germany, unless you are a consumer within the European Union, in which case you may also bring proceedings in the courts of your country of residence.

European Union residents may also use the European Commission's Online Dispute Resolution platform at https://ec.europa.eu/consumers/odr. We are not obliged to participate in dispute resolution proceedings before a consumer arbitration board, but will evaluate participation on a case-by-case basis.

18. Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving its original intent.

19. Entire Agreement

These Terms, together with the Privacy Policy and any additional terms applicable to specific features of the Service, constitute the entire agreement between you and ICM Motion GmbH regarding the Service. These Terms supersede all prior agreements, understandings, and representations, whether written or oral, relating to the subject matter hereof.

20. Contact Information

If you have questions about these Terms, please contact us: