Terms of Service

Effective date: May 18, 2026 · Version 2026-05-18

These Terms of Service ("Terms") form a binding agreement between Inception Agents, Inc., a Delaware corporation ("Inception Agents," "we," "us," or "our"), and the individual or entity that accesses or uses the Service ("Customer," "you," or "your"). By checking the acceptance box during signup, clicking "I agree," accessing or using the Service, or otherwise indicating assent, you agree to be bound by these Terms. If you are entering into these Terms on behalf of an organization, you represent that you have the authority to bind that organization, and "Customer" refers to that organization.

Please read Section 20 (Dispute Resolution) carefully. It requires you to resolve disputes with us through binding individual arbitration and waives your right to participate in class actions and jury trials.

1. Acceptance of Terms

You accept these Terms by (a) creating an account, (b) clicking a checkbox or button indicating acceptance, or (c) accessing or using the Service. If you do not agree to these Terms, you must not access or use the Service. We may require you to re-accept these Terms when they are materially updated; continued use of the Service after a new effective date constitutes acceptance of the updated Terms.

2. Definitions

For the purposes of these Terms:

• "Affiliate" means any entity that controls, is controlled by, or is under common control with a party, where "control" means ownership of more than 50% of the voting interests.
• "Authorized User" means an individual employee, contractor, or agent of Customer who is authorized by Customer to access and use the Service on Customer's behalf.
• "Customer Content" means any text, files, configurations, llms.txt content, agent endpoint content, product descriptions, knowledge base materials, or other content that Customer or its Authorized Users submit to, generate within, or publish through the Service.
• "Customer Data" means all data and information submitted by, or collected by us on behalf of, Customer through Customer's use of the Service, including agent traffic logs, analytics signals, and integration data from third-party platforms Customer has connected.
• "Documentation" means the user guides, integration documentation, API references, and other materials we make generally available describing the Service.
• "Order Form" means an ordering document, online checkout flow, or other written or electronic record signed or accepted by Customer that references these Terms and specifies the subscription plan, fees, and term.
• "Output" means any content, recommendation, response, classification, score, or other artifact generated by the Service in response to Customer Data or agent activity, including AI-generated text, embeddings, intent classifications, and analytics.
• "Service" means the Inception Agents platform, including the marketing website at inceptionagents.com, the customer dashboard at app.inceptionagents.com, the edge worker that detects and serves AI agent traffic, the MCP server, the API, integrations with commerce and advertising platforms, and any related software, documentation, and updates we make available.
• "Subprocessors" means third-party service providers we engage to process Customer Data on our behalf in order to provide the Service.

3. Eligibility and Account Registration

To use the Service, you must be at least eighteen (18) years old and have the legal capacity to enter into binding contracts. You must register for an account by providing accurate, current, and complete information, and you must keep your account information up to date. You are responsible for safeguarding your account credentials and for all activity that occurs under your account. You must notify us promptly at legal@inceptionagents.com of any unauthorized access or security incident affecting your account.

If you register on behalf of an organization, you represent and warrant that you are authorized to bind that organization to these Terms and that the organization meets all eligibility requirements. We may suspend or terminate accounts that we reasonably believe were registered with false, incomplete, or fraudulent information.

4. Description of the Service

Inception Agents provides an agentic commerce platform that helps businesses make their digital presence discoverable and optimized for AI agents. The Service includes, among other things: detection and classification of AI agent traffic at the edge; agent-optimized content surfaces (including llms.txt, JSON-LD structured data, the /agent/* endpoint family, and the Model Context Protocol server); attribution and analytics for agent visits (including the Inception Trace correlation pipeline); learning systems that select and refine content variants; and integrations with commerce platforms (such as Shopify, WooCommerce, Magento, BigCommerce, and Salesforce Commerce Cloud) and advertising platforms (such as Meta, Google, TikTok, Microsoft, and Amazon).

The Service evolves continuously. We may add, modify, or remove features at any time. We will not materially diminish the core functionality you have subscribed to during a paid subscription term without providing reasonable notice and, where appropriate, a prorated refund of unused fees.

5. Subscription, Fees, and Payment

Plans and Fees

The Service may be offered on free, paid, and enterprise plans. The features available, usage limits, and applicable fees are described on our pricing page, in an Order Form, or in the dashboard at the time of subscription. Free plans are governed by these Terms in the same manner as paid plans, except that fee-related provisions apply only to paid plans.

Billing and Auto-Renewal

Paid subscriptions are billed in advance on the cadence stated at checkout or in the Order Form (e.g., monthly or annually). Unless cancelled before the end of the then-current term, subscriptions automatically renew for successive terms of equal length at the then-current rates. You may cancel auto-renewal at any time through the dashboard or by contacting us at legal@inceptionagents.com; cancellation takes effect at the end of the then-current term.

Taxes

Fees are exclusive of all taxes, levies, and duties imposed by taxing authorities. Customer is responsible for paying all such taxes associated with its purchase, excluding taxes based on our net income.

Late Payment

If any amount owed by Customer is not received by the due date, we may, without limiting our other rights and remedies, (a) charge interest on the past-due amount at the lesser of 1.5% per month or the maximum rate permitted by law, (b) suspend the Service until payment is received, and (c) condition future renewals on payment terms shorter than those previously in effect.

Refunds

Except where required by applicable law or expressly stated in an Order Form, all fees are non-refundable, and amounts paid are not refundable on account of cancellation, non-use, or downgrading.

Free Trials and Beta Features

From time to time we may offer free trials of paid plans or designate certain features as "beta," "preview," or "early access." We may modify, suspend, or discontinue such trials and features at any time without notice. Beta features are provided "as is" without warranty and may be subject to additional terms presented at the time of access.

6. Acceptable Use Policy

You must not, and must not permit any Authorized User or third party to:

• Use the Service for any unlawful, fraudulent, infringing, deceptive, harassing, or harmful purpose;
• Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Service, except to the extent expressly permitted by applicable law;
• Copy, modify, create derivative works of, sublicense, sell, resell, rent, lease, or otherwise transfer the Service or any portion of it, except as expressly authorized in these Terms or an Order Form;
• Probe, scan, load-test, or otherwise test the vulnerability of the Service or attempt to circumvent any authentication, rate-limiting, billing, security, or access-control mechanism without our prior written consent;
• Scrape, crawl, or extract data from the Service other than via the interfaces and on the terms we expressly make available;
• Use the Service to develop, train, fine-tune, evaluate, or improve any AI model, machine learning system, or service that competes with the Service;
• Use the Service to send unsolicited communications, spam, or content that infringes intellectual property rights;
• Use the Service to transmit malware, ransomware, worms, time bombs, or any other malicious or destructive code;
• Interfere with or disrupt the integrity or performance of the Service or the data contained therein;
• Use the Service to violate any third-party rights, including privacy, publicity, intellectual property, contractual, and confidentiality rights; or
• Attempt to gain unauthorized access to any portion of the Service, any other accounts, or any systems or networks connected to the Service.

We may investigate suspected violations of this Section 6 and may suspend, restrict, or terminate access to the Service in our reasonable discretion. We will use good-faith efforts to notify Customer of suspensions before they occur, except where doing so would prejudice an investigation or pose a security or legal risk.

7. Customer Data and Privacy

Ownership of Customer Data

As between the parties, Customer retains all right, title, and interest in and to Customer Data. Customer grants us a worldwide, non-exclusive, royalty-free license to access, host, process, copy, transmit, display, and analyze Customer Data solely as necessary to provide, secure, support, and improve the Service in accordance with these Terms.

No Training on Customer Data

We do not use Customer Data to train, fine-tune, or otherwise improve any general-purpose AI or machine learning model, whether ours or a third party's. Aggregated, de-identified usage signals derived from Customer Data may be used to improve Service features such as agent detection accuracy and content variant selection, provided that such aggregated signals (i) cannot reasonably be used to identify Customer, an Authorized User, or any individual, and (ii) are not used to train any general-purpose AI model. Internal knowledge base content uploaded by Customer is strictly tenant-private and is never included in aggregated signals.

Subprocessors

We engage Subprocessors to provide the Service. Current categories include cloud infrastructure providers, AI model providers, database and storage providers, email delivery providers, and analytics providers. A non-exhaustive list of representative Subprocessors and the categories of data they process is described in our Privacy Policy. We remain responsible for Subprocessor compliance with the obligations of these Terms applicable to Subprocessors.

Privacy Policy

Our Privacy Policy describes how we collect, use, and disclose information, including personal data, in connection with the Service. By using the Service, you acknowledge that you have read the Privacy Policy.

Security

We maintain commercially reasonable administrative, physical, and technical safeguards designed to protect the security, confidentiality, and integrity of Customer Data. Our security measures include tenant isolation enforced at the database layer, encryption in transit, authenticated access controls, and audit logging. No system is perfectly secure, and you acknowledge that you are responsible for your account credentials and for the security configurations of any systems you connect to the Service.

8. Customer Content and License Grant

Customer is solely responsible for Customer Content and represents and warrants that it has all rights, licenses, consents, and permissions necessary to submit Customer Content to the Service and to grant the licenses below.

Customer grants Inception Agents a worldwide, non-exclusive, royalty-free license, during the term of the applicable subscription, to host, cache, reproduce, display, perform, and distribute Customer Content as reasonably necessary to operate, maintain, and provide the Service, including serving Customer Content through edge endpoints (such as /llms.txt and /agent/*) and to AI agents and other third parties that Customer intends to reach.

Customer further acknowledges that the Service may publish Customer Content to publicly accessible endpoints designated by Customer and that, once published, such content may be retrieved, indexed, cited, and used by AI agents and other third parties outside our control.

9. Intellectual Property Rights

Inception Agents IP

Inception Agents and its licensors own all right, title, and interest in and to the Service, including the underlying software, infrastructure, models, algorithms, user interfaces, Documentation, trademarks, logos, and trade dress, and all related intellectual property rights. No rights are granted to Customer other than as expressly set forth in these Terms.

License to Customer

Subject to these Terms, Inception Agents grants Customer a limited, non-exclusive, non-transferable, non-sublicensable license, during the term of the applicable subscription, to access and use the Service solely for Customer's internal business purposes.

Outputs

As between the parties and to the extent permitted by applicable law, Customer owns the Outputs generated for Customer through Customer's use of the Service. Customer acknowledges that, due to the nature of machine-learning systems, identical or similar Outputs may be generated for other customers, and Customer's ownership of Outputs is limited to the specific Outputs delivered to Customer and does not preclude us or other customers from generating and using similar Outputs. Customer also acknowledges that AI-generated material may not be eligible for copyright or other intellectual property protection in all jurisdictions.

Feedback

If Customer provides us with any suggestions, ideas, feedback, or recommendations regarding the Service ("Feedback"), Customer grants us a perpetual, irrevocable, worldwide, royalty-free, sublicensable license to use, reproduce, modify, and exploit the Feedback for any purpose, without any obligation or compensation to Customer.

Aggregated Data

We may collect, generate, and use anonymous, aggregated, and de-identified data and statistics derived from operation of the Service ("Aggregated Data") for any lawful purpose, including improving and marketing the Service, provided that Aggregated Data does not identify Customer, any Authorized User, or any individual.

10. Third-Party Services and Connectors

The Service includes integrations and connectors with third-party platforms, including but not limited to Shopify, WooCommerce, Magento, BigCommerce, Salesforce Commerce Cloud, Meta, Google, TikTok, Microsoft, Amazon, Stripe, and various AI agent platforms (collectively, "Third-Party Services"). Customer's use of any Third-Party Service is subject to that provider's own terms and privacy policies.

By connecting a Third-Party Service to the Service, Customer authorizes Inception Agents to access, retrieve, transmit, and process data from and to that Third-Party Service on Customer's behalf, including via API credentials, OAuth tokens, webhooks, or similar mechanisms. Customer represents and warrants that it is fully authorized to grant such access, that it owns or controls the relevant accounts, and that the connection complies with the applicable Third-Party Service's terms.

We are not responsible for, and make no representations or warranties regarding, any Third-Party Service or its availability, accuracy, security, or performance. Any disputes Customer has with a Third-Party Service must be resolved directly with that provider. If a Third-Party Service ceases to make integration functionality available, modifies its API, suspends Customer's account, or otherwise changes its behavior in a way that affects the Service, our obligations under these Terms do not extend to maintaining that integration in its prior form.

11. AI Outputs; No Warranty of Accuracy

The Service uses machine-learning models, large language models, and probabilistic systems to generate Outputs. Outputs may be inaccurate, incomplete, biased, out of date, internally inconsistent, or fabricated (commonly referred to as "hallucinations"). Outputs do not reflect the views of Inception Agents and are not advice of any kind, including legal, financial, medical, tax, accounting, or professional advice.

Customer is solely responsible for reviewing, verifying, and validating Outputs before relying on them, publishing them, presenting them to end users, or otherwise taking action based on them. Customer assumes all risk associated with the use of Outputs. Reliance on Outputs is at Customer's own discretion and risk, and Inception Agents disclaims all liability for any harm arising from such reliance to the maximum extent permitted by law.

12. Automated Agents and Crawling

Automated agents operated by Inception Agents that crawl or fetch content on the public internet identify themselves through a stable, documented User-Agent string and honor robots.txt directives and equivalent standard exclusion mechanisms. Where Customer authorizes Inception Agents to crawl, fetch, or proxy third-party websites or content on Customer's behalf, Customer represents and warrants that it has the legal authority to do so and that such activity complies with applicable laws and the terms of the affected third parties.

13. Attribution and Analytics

The Service includes analytics, attribution, and trace pipelines, including Inception Trace, that correlate agent activity with downstream events such as human visits, conversions, and revenue. These analytics are provided on a best-efforts basis and rely on heuristics, third-party signals, and pattern matching. We make no representation or warranty as to the completeness, accuracy, or precision of any attribution data, and Customer acknowledges that attribution results may differ from those produced by other analytics systems.

14. Confidentiality

"Confidential Information" means non-public information disclosed by one party (the "Disclosing Party") to the other (the "Receiving Party"), whether orally, in writing, or by inspection of tangible objects, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Inception Agents' Confidential Information includes the non-public components of the Service. Customer's Confidential Information includes Customer Data and Customer Content.

The Receiving Party will (a) use Confidential Information only to exercise its rights and perform its obligations under these Terms, (b) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care, and (c) not disclose Confidential Information to any third party except to Affiliates, employees, contractors, and Subprocessors with a need to know and who are bound by confidentiality obligations no less protective than those in this Section 14.

Confidential Information does not include information that (i) is or becomes publicly available through no fault of the Receiving Party, (ii) was lawfully known to the Receiving Party before disclosure without an obligation of confidentiality, (iii) is received from a third party without breach of any obligation of confidentiality, or (iv) is independently developed by the Receiving Party without reference to the Disclosing Party's Confidential Information.

The Receiving Party may disclose Confidential Information to the extent required by law or court order, provided that, where legally permitted, it gives the Disclosing Party prompt notice and reasonable cooperation in seeking a protective order.

15. Warranties; Disclaimer

Each party represents and warrants that it has the legal power and authority to enter into these Terms. Inception Agents further warrants that it will provide the Service in a professional and workmanlike manner consistent with general industry standards.

EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS, THE SERVICE, OUTPUTS, AND ALL OTHER MATERIALS PROVIDED BY INCEPTION AGENTS ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, INCEPTION AGENTS AND ITS LICENSORS DISCLAIM ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. INCEPTION AGENTS DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF HARMFUL COMPONENTS, OR THAT ANY DEFECTS WILL BE CORRECTED, OR THAT OUTPUTS WILL BE ACCURATE, COMPLETE, OR RELIABLE.

16. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, EXEMPLARY, OR OTHER SIMILAR DAMAGES, INCLUDING LOSS OF PROFITS, REVENUES, DATA, GOODWILL, BUSINESS OPPORTUNITY, OR USE, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

EXCEPT FOR THE EXCLUDED CLAIMS (DEFINED BELOW), EACH PARTY'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE GREATER OF (A) THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER TO INCEPTION AGENTS UNDER THESE TERMS IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS ($100).

"Excluded Claims" means: (i) Customer's payment obligations under these Terms; (ii) either party's indemnification obligations under Section 17; (iii) either party's breach of its confidentiality obligations under Section 14; (iv) Customer's violation of Section 6 (Acceptable Use Policy); (v) either party's gross negligence, fraud, or willful misconduct; and (vi) either party's infringement, misappropriation, or violation of the other party's intellectual property rights.

The limitations in this Section 16 apply notwithstanding the failure of essential purpose of any limited remedy and form an essential basis of the bargain between the parties. Some jurisdictions do not allow the exclusion or limitation of certain damages, so the above exclusions and limitations may not apply to Customer to the extent prohibited by applicable law.

17. Indemnification

Indemnification by Customer

Customer will defend, indemnify, and hold harmless Inception Agents, its Affiliates, and their respective officers, directors, employees, and agents from and against any third-party claim, suit, action, or proceeding (each, a "Claim") arising out of or relating to (a) Customer Content or Customer Data, (b) Customer's use of the Service in violation of these Terms or applicable law, (c) Customer's breach of Section 6 (Acceptable Use Policy), (d) Customer's representations and warranties regarding Third-Party Service authorization in Section 10, or (e) the combination of the Service with products, services, or materials not provided by Inception Agents where the Service alone would not have given rise to the Claim. Customer will pay any damages, costs, and reasonable attorneys' fees finally awarded against Inception Agents or agreed to in settlement.

Indemnification by Inception Agents

Inception Agents will defend, indemnify, and hold harmless Customer from and against any third-party Claim alleging that the Service, as provided by Inception Agents and used by Customer in accordance with these Terms, infringes or misappropriates such third party's United States patent, copyright, trademark, or trade secret. Inception Agents will pay any damages, costs, and reasonable attorneys' fees finally awarded against Customer or agreed to in settlement. The foregoing obligation does not apply to any Claim arising from (i) Customer Content, Customer Data, or Customer's combination of the Service with other products, services, or materials; (ii) Customer's modification of the Service; (iii) Customer's use of the Service after notice from Inception Agents to discontinue such use; (iv) Customer's use of the Service in violation of these Terms; or (v) any beta, free, or evaluation feature of the Service.

If the Service becomes, or in Inception Agents' opinion is likely to become, the subject of an infringement Claim, Inception Agents may, at its option and expense, (1) procure for Customer the right to continue using the affected portion of the Service, (2) modify or replace the affected portion of the Service to make it non-infringing while preserving substantially equivalent functionality, or (3) terminate the affected portion of the Service and refund any prepaid, unused fees for the terminated portion. This Section 17 states Inception Agents' sole liability and Customer's exclusive remedy for any infringement Claim.

Indemnification Procedure

The party seeking indemnification (the "Indemnified Party") will (a) promptly notify the indemnifying party (the "Indemnifying Party") in writing of the Claim (provided that any delay in notice will not relieve the Indemnifying Party of its obligations except to the extent it is materially prejudiced thereby), (b) give the Indemnifying Party sole control of the defense and settlement of the Claim (provided that the Indemnifying Party may not settle any Claim that requires the Indemnified Party to admit liability, pay any amount, or take or refrain from any action without the Indemnified Party's prior written consent, which will not be unreasonably withheld), and (c) provide reasonable cooperation in the defense at the Indemnifying Party's expense.

18. Term and Termination

Term

These Terms commence on the date Customer first accepts them and continue until terminated as set forth herein. Each subscription remains in effect for the term specified at signup or in the applicable Order Form and renews as provided in Section 5.

Termination for Convenience

Customer may terminate its account and these Terms at any time by cancelling its subscription through the dashboard or by emailing legal@inceptionagents.com. Termination by Customer for convenience does not entitle Customer to a refund of any prepaid fees, except as expressly required by applicable law.

Termination for Cause

Either party may terminate these Terms for cause upon written notice if the other party materially breaches these Terms and fails to cure the breach within thirty (30) days after receiving notice describing the breach in reasonable detail. Inception Agents may suspend or terminate the Service immediately upon notice if (a) Customer breaches Section 6 (Acceptable Use Policy), (b) Customer fails to pay undisputed fees when due and does not cure within ten (10) days after notice, (c) Inception Agents reasonably believes that continued provision of the Service would expose Inception Agents to legal, regulatory, or security risk, or (d) Customer becomes insolvent, makes an assignment for the benefit of creditors, or commences or is the subject of a bankruptcy proceeding.

Effect of Termination

Upon termination or expiration: (a) Customer's right to access and use the Service ceases; (b) for thirty (30) days following termination (or such longer period required by applicable law), Customer may request export of Customer Data through tools we make available; (c) after such period, Inception Agents may delete Customer Data from active systems within thirty (30) days and from backups within ninety (90) days; and (d) any amounts owed by Customer become immediately due and payable.

Survival

The following sections will survive termination or expiration of these Terms: 2 (Definitions), 5 (Subscription, Fees, and Payment) with respect to amounts accrued before termination, 7 (Customer Data and Privacy) with respect to obligations regarding Customer Data, 9 (Intellectual Property Rights), 11 (AI Outputs), 13 (Attribution and Analytics) with respect to disclaimers, 14 (Confidentiality), 15 (Warranties; Disclaimer), 16 (Limitation of Liability), 17 (Indemnification), 18 (this Section), 20 (Dispute Resolution), 21 (Governing Law and Venue), and 22 (General Provisions).

19. Modifications to These Terms

We may modify these Terms from time to time. We will indicate the date these Terms were last revised by updating the "Effective date" at the top of this page and incrementing the version identifier. For material changes, we will provide additional notice through the Service (such as an in-product banner, re-acceptance prompt at next login, or email to the email address associated with the account) at least thirty (30) days before the changes take effect, unless a shorter notice period is required to address security, legal, or regulatory matters.

Customer's continued use of the Service after the effective date of any updated Terms constitutes acceptance of the updated Terms. If Customer does not agree to the updated Terms, Customer's exclusive remedy is to stop using the Service and cancel its subscription before the updated Terms take effect.

20. Dispute Resolution: Binding Arbitration; Class-Action Waiver

Please read this Section 20 carefully. It limits how you and Inception Agents can resolve disputes.

Informal Resolution

Before initiating arbitration, the parties will attempt in good faith to resolve any dispute informally. Either party may begin informal resolution by sending a written notice describing the dispute to the other party (for notices to Inception Agents, send to legal@inceptionagents.com). The parties will then negotiate in good faith for at least thirty (30) days before initiating arbitration.

Binding Arbitration

Except for the Excluded Disputes (defined below), any dispute, claim, or controversy arising out of or relating to these Terms or the Service ("Dispute") will be resolved by binding individual arbitration administered by JAMS pursuant to its Streamlined Arbitration Rules and Procedures (or, if the amount in controversy exceeds the JAMS Streamlined threshold, its Comprehensive Arbitration Rules and Procedures), as then in effect (the "JAMS Rules"). The arbitration will be conducted by a single arbitrator with substantial experience in resolving commercial contract disputes. The seat of the arbitration will be San Francisco, California, and the arbitration may be conducted in person, by video conference, or by written submissions as the parties and arbitrator agree. The arbitrator will apply the laws of the State of Delaware and will issue a reasoned written award. Judgment on the award may be entered in any court of competent jurisdiction.

Class-Action Waiver

YOU AND INCEPTION AGENTS AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. The arbitrator may not consolidate more than one party's claims and may not preside over any form of class, collective, or representative proceeding. If a court or arbitrator decides that this Class-Action Waiver is unenforceable as to any particular claim, then that claim (and only that claim) must be severed from the arbitration and brought in the state or federal courts in San Francisco County, California, while the remaining claims proceed in arbitration.

Jury-Trial Waiver

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY IRREVOCABLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE.

Excluded Disputes

"Excluded Disputes" means (a) any claim by either party for injunctive or other equitable relief arising out of the actual or threatened infringement, misappropriation, or violation of intellectual property rights or breach of confidentiality obligations, and (b) any claim that may be brought in small-claims court in the county of Customer's principal place of business, provided that the claim remains in that court and is litigated only on an individual basis.

Costs of Arbitration

Each party will bear its own costs and attorneys' fees in arbitration, except where the arbitrator awards costs and fees to the prevailing party as authorized by the JAMS Rules or applicable law. Inception Agents will pay all JAMS filing and arbitrator fees that exceed those Customer would have incurred to file an equivalent action in court, unless the arbitrator determines that Customer's claim is frivolous.

21. Governing Law and Venue

These Terms and any Dispute arising out of or relating to them are governed by the laws of the State of Delaware, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply. For any Excluded Dispute and for any matter that is not subject to arbitration under Section 20, the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in San Francisco County, California.

22. General Provisions

Entire Agreement; Order of Precedence

These Terms, together with any Order Form and our Privacy Policy, constitute the entire agreement between the parties with respect to the Service and supersede all prior or contemporaneous agreements, proposals, and communications, whether oral or written, regarding the subject matter hereof. In the event of a conflict, the order of precedence is: (1) the applicable Order Form, (2) these Terms, and (3) the Documentation.

Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, or, if it cannot be so modified, severed from these Terms, and the remaining provisions will continue in full force and effect.

No Waiver

No failure or delay by either party in exercising any right under these Terms will operate as a waiver, nor will any single or partial exercise of any right preclude any further exercise.

Assignment

Customer may not assign or transfer these Terms, by operation of law or otherwise, without our prior written consent, and any attempted assignment without consent is void. Inception Agents may assign these Terms in its entirety, without consent, to an Affiliate or in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets. These Terms will bind and inure to the benefit of the parties' permitted successors and assigns.

Notices

Notices to Inception Agents must be sent in writing to legal@inceptionagents.com, with a copy to Inception Agents, Inc., Attn: Legal Department, at our principal place of business. Notices to Customer may be sent to the email address associated with Customer's account or posted within the Service. Notices are deemed given upon receipt by email or upon posting within the Service.

Force Majeure

Neither party will be liable for any failure or delay in performance (other than payment obligations) to the extent caused by events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, pandemics, government action, labor disputes, power or internet outages, or failures of third-party providers or networks.

Independent Contractors

The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, fiduciary, or employment relationship between the parties.

No Third-Party Beneficiaries

These Terms are for the sole benefit of the parties and their permitted successors and assigns. They do not confer any rights or remedies upon any third party.

Export Compliance

The Service may be subject to U.S. and other export and re-export control laws. Customer represents that it is not located in, and will not provide access to the Service to anyone located in, any country subject to a U.S. government embargo, or designated by the U.S. government as a "terrorist-supporting" country, and that Customer is not listed on any U.S. government list of prohibited or restricted parties. Customer will comply with all applicable export and re-export laws and regulations.

U.S. Government End Users

The Service is "commercial computer software" and "commercial computer software documentation" as those terms are defined in 48 C.F.R. 2.101 and 48 C.F.R. 12.212. Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4, U.S. government end users acquire the Service with only those rights set forth in these Terms.

Headings

Section headings are for convenience only and do not affect the interpretation of these Terms.

23. Contact

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

Inception Agents, Inc.
Email: legal@inceptionagents.com