Terms of Service

These Terms of Service ("Terms") govern your access to and use of Agilis websites, portals, mobile applications, and online services that link to these Terms (collectively, the "Site"), and any hosted features, functionality, and related services we provide through the Site (the "Services"). By accessing or using the Site or Services, you agree to be bound by these Terms.

If you use the Services on behalf of a company, organization, or other entity, you represent and warrant that you are authorized to bind that entity to these Terms, and "you" refers to that entity.

1. Eligibility & Accounts

You must be at least the age of majority in your jurisdiction to use the Services.
You are responsible for maintaining the confidentiality of your account credentials and for all activities under your account. Notify Agilis immediately of any unauthorized use. We may suspend or terminate access if we suspect unauthorized or abusive activity.

2. Acceptable Use

You may use the Services only in accordance with these Terms and applicable law. You will not, and will not permit others to:

Access, use, or attempt to use the Services in a manner that violates law, infringes intellectual property or privacy rights, or is fraudulent, deceptive, harassing, defamatory, obscene, or otherwise objectionable.
Upload, post, transmit, or otherwise provide viruses, malware, or harmful code.
Interfere with or disrupt the integrity or performance of the Services or related systems.
Copy, frame, mirror, modify, create derivative works of, reverse engineer, decompile, or disassemble the Services, except to the extent such restrictions are prohibited by law.
Access the Services to build a competitive product or service or to benchmark without our prior written consent.

3. User Content

Ownership. You retain all rights in content, data, text, files, images, or other materials you submit or make available through the Services ("User Content").
License to Agilis. You grant Agilis a non‑exclusive, worldwide, royalty‑free license to host, store, reproduce, display, and process User Content solely to provide and improve the Services and as otherwise described in these Terms and our Privacy Policy.
Your Responsibilities. You represent and warrant that you have all rights necessary to submit User Content and grant the license above; that User Content does not infringe or violate any third‑party rights or laws; and that you will maintain appropriate backups of User Content.
Data Retention. We may, but are not obligated to, retain User Content for backup, archival, or audit purposes. Upon termination or as otherwise described in product documentation, we may delete or anonymize User Content after a reasonable period. Export tools or requests may be available as described in documentation.

4. Agilis Materials & Intellectual Property

The Services, Site, software, interfaces, features, templates, documentation, APIs, designs, and all related intellectual property (collectively, "Agilis Materials") are owned by Agilis or its licensors and are protected by law. Except for the limited rights expressly granted to you in these Terms, no rights are granted. Trademarks, logos, and product names are the property of their respective owners.

5. Privacy & Data Protection

Your use of the Services is subject to our Privacy Policy, which explains how we collect, use, disclose, and protect personal data. Where applicable, additional data processing terms may apply to enterprise customers under a separate written agreement.

6. Security and Reliability

Security Program. Agilis maintains an information security program aligned to industry standards designed to protect the confidentiality, integrity, and availability of the Services and User Content. Controls may include access management, encryption in transit and at rest (where applicable), vulnerability management, logging and monitoring, change management, and employee security awareness and confidentiality obligations.
Availability. We use commercially reasonable efforts to provide the availability levels described in product documentation or a separate service level agreement, if applicable. Scheduled maintenance and force‑majeure events may affect availability.
Incident Management. We maintain incident response procedures. If we determine that a security incident materially affects your data or the Services, we will notify you without undue delay via your account email or an in‑product notice and provide relevant information and updates consistent with our legal obligations.

7. Third‑Party Services & Integrations

Certain features may allow integrations with or links to third‑party sites, products, or services. Use of third‑party services is governed by those providers’ terms and policies, and Agilis is not responsible for third‑party services.

8. Beta Features

We may offer pre‑release or beta features. Beta features are provided "as is," may be modified or discontinued at any time, and are excluded from any guarantees, warranties, or service levels unless otherwise stated.

9. Fees & Taxes (if applicable)

Some Services or features may require payment of fees described at purchase or in an order form. You agree to pay all applicable fees and taxes, and authorize us to charge your payment method for recurring subscriptions until canceled in accordance with these Terms or applicable order terms.

10. Feedback

If you provide suggestions, ideas, or feedback about the Services ("Feedback"), you grant Agilis a perpetual, irrevocable, worldwide, royalty‑free license to use the Feedback for any purpose without restriction or compensation to you.

11. Disclaimers

THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, AGILIS DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON‑INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR‑FREE, OR FREE OF HARMFUL COMPONENTS.

12. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW: (A) AGILIS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS INTERRUPTION; AND (B) AGILIS’ TOTAL LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THE SERVICES OR THESE TERMS SHALL NOT EXCEED THE GREATER OF ONE HUNDRED U.S. DOLLARS (US$100) OR THE AMOUNTS PAID BY YOU TO AGILIS FOR THE SERVICES THAT GAVE RISE TO THE CLAIM DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE LIABILITY.

13. Indemnification

You will defend, indemnify, and hold harmless Agilis and its affiliates, officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys’ fees) arising out of or in any way connected with (a) your misuse of the Services, (b) your violation of these Terms, or (c) User Content.

14. Term; Suspension; Termination

These Terms remain in effect until terminated. We may suspend or terminate your access immediately if we believe you have violated these Terms, created risk or possible legal exposure for us or others, or for scheduled or emergency maintenance. Upon termination, your right to use the Services ceases, and we may delete or anonymize User Content after a reasonable period, subject to legal holds and backup retention.

15. Compliance Matters

You agree to comply with all applicable laws, including export control, sanctions, and anti‑corruption laws. You represent that you are not located in, under the control of, or a national or resident of any restricted country or on any restricted party list.

16. DMCA / Copyright Complaints

If you believe content on the Services infringes your copyright, please send a notice with: (a) your contact information; (b) a description of the work claimed to be infringed; (c) the URL/location of the allegedly infringing material; (d) a statement of good‑faith belief; (e) a statement under penalty of perjury regarding accuracy and authority; and (f) your physical or electronic signature. Notices can be sent to support@agilischemicals.com with the subject line “DMCA Notice.”

17. Changes to the Services or Terms

We may modify the Services and these Terms from time to time. Material changes will be notified by posting an updated version with a new Effective Date or, when appropriate, by email or in‑product notice. Continued use of the Services after changes become effective constitutes acceptance of the changes.

18. Governing Law; Venue; Dispute Resolution

These Terms are governed by the laws of the State of Delaware, without regard to conflict‑of‑laws principles. The federal and state courts located in the State of New Jersey shall have exclusive jurisdiction and venue over any dispute arising out of or relating to these Terms or the Services, and the parties consent to personal jurisdiction and venue in those courts. Notwithstanding the foregoing, either party may seek injunctive or equitable relief in any court of competent jurisdiction.

19. Miscellaneous

Entire Agreement. This Agreement and any Order Form(s) constitute the entire agreement of the parties concerning its subject matter and are intended to be the final expression of their agreement, and supersede all prior and contemporaneous agreements, proposals, or representations, whether written or oral. No failure or delay in exercising any right hereunder shall constitute a waiver of such right. No amendment or waiver of any provision of this Agreement or any Order Form shall be effective unless in writing and signed by an authorized representative of Customer and Agilis and will only be given effect as to the specific provision and circumstances for which it was given. Notwithstanding the foregoing, no force or effect shall be given to any different or additional terms contained in any purchase order or other vendor form issued by Customer, even if signed by Agilis after the date hereof. In the event of any conflict between this Agreement and any applicable DPA or MSA Provision, the DPA and/or MSA will govern.
Assignment. You may not assign or transfer these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of assets.
Severability; Waiver. If any provision is held unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will remain in full force. Our failure to enforce a provision is not a waiver of our right to enforce it later.
Notices. We may provide notices via the Site, in‑product messages, or to the email associated with your account. You may send legal notices to: Agilis Chemicals, Inc., 1 Washington Park, 7th Floor, Newark, NJ 07102, USA or support@agilischemicals.com.
Publicity. We may list your entity name and logo among our customers for marketing purposes, subject to any written opt‑out or separate agreement.

20. Contact

Questions about these Terms? Contact support@agilischemicals.com.