Terms of Service

Effective date: to be set before pre-launch beta testing · Version 1.0

1. The agreement

These Terms of Service (the “Terms”) are an agreement between Agently.mx, a corporation incorporated under the laws of Ontario, Canada (“agently.mx”, “we”, “us”), and the business or organization that uses our service (“Customer”, “you”). The Terms cover the agently.mx website, the early-access waitlist, the dashboard, the API, webhooks, SDKs, the MCP server, and the email addresses and inboxes we provide (together, the “Service”).

If you accept these Terms for an organization, you confirm that you are authorized to bind it, and “you” means that organization. You accept the Terms by creating an account, by clicking to accept, or by using the Service. If you do not agree, do not use the Service.

The Terms include the Acceptable Use Policy in section 7, our Privacy Policy, and, once published, our Data Processing Addendum and any order form or plan description you accept. If those conflict, the order is: a signed order form, then the Data Processing Addendum, then these Terms, then the Privacy Policy.

2. Who may use the Service

• Business use only. The Service is for businesses, organizations and individuals acting in the course of a trade, business, craft or profession. It is not offered to consumers. You confirm that you are not using it for personal, family or household purposes.
• Age. Every person who uses the Service on your behalf must be at least 18 years old.
• Quebec. The Service is not offered to consumers resident in Quebec. Businesses in Quebec may use the Service on these Terms; see section 23 on language.
• Sanctions. You may not use the Service if you, or anyone who owns or controls you, are the subject of sanctions as described in section 19.
• You may not use the Service if we have previously terminated your account for breach of these Terms, unless we agree in writing.

3. Accounts and API keys

• Give us accurate, current registration and billing information and keep it up to date. We send notices about your account to the email address on file, so keep it working.
• You are responsible for everything that happens under your account and your API keys, including use by your members, contractors and agents. Keep credentials confidential, give each key only the scopes it needs, and rotate or revoke a key as soon as you suspect it has been exposed.
• Tell us promptly at security@agently.mx if you learn of unauthorized access to your account.
• Workspace administrators control the workspace, including its members, inboxes, keys and data. Disputes between members of a workspace are for the workspace to resolve.

4. The Service

Subject to these Terms and your plan, we grant you a non-exclusive, non-transferable right during your subscription to use the Service for your internal business purposes and as part of products and services you offer to your own customers, provided they also follow the Acceptable Use Policy.

• Limits. Each plan has limits on inboxes, messages, recipients, send rate, storage and retention. When you reach a limit we may reject, defer or queue requests, or charge overage if you have turned it on. Limits are part of how we protect deliverability for everyone, and we may adjust them for an account to address abuse or risk.
• Delivery. Email depends on systems we do not control: recipients' mail servers, spam filters, DNS and the wider internet. We do not guarantee that any message will be delivered, delivered on time, or placed in an inbox rather than a spam folder.
• Changes. We improve the Service over time and may add, change or remove features. If we remove a material feature of a paid plan, we will give you at least 30 days' notice, except where we must act sooner for security, legal or abuse reasons. API versions we mark deprecated will keep working for at least 90 days after notice unless that is impossible for the same reasons.
• Availability. Any uptime commitment and the credits that apply if we miss it will be set out in a service level agreement for eligible paid plans, which we will publish before paid plans launch. Service credits are your only remedy for missing that commitment. Free and early-access use comes with no availability commitment.

5. Email addresses

• Addresses on the agently.mx domain, and on any other domain we operate, belong to us. We license them to you while your account is in good standing; you do not own them and may not sell, rent or transfer them.
• We may refuse or reclaim an address that is reserved (for example abuse, postmaster, admin, security, billing, support), that imitates a brand, person or organization you are not authorized to represent, that is confusingly similar to such a name, or that is used in breach of these Terms.
• When an address is deleted it is held in quarantine before anyone can register it again, so that it cannot be used to receive another person's password resets or account mail. On free plans the quarantine lasts at least 12 months. On paid plans an address is not released while the workspace that held it can still reclaim it. Mail to a quarantined address is rejected and not stored.
• Custom domains. If you connect your own domain, you confirm that you control it and have the right to use it. You are responsible for its DNS records and its registration. We may stop sending for a domain whose verification fails or lapses.

6. Agents and automated use

The Service is designed to be operated by software, including AI systems that act with little or no human review. That changes nothing about who is responsible.

• You are the sender. Every message sent from your inboxes is sent by you, whether a person wrote it or an agent composed and sent it automatically. You are responsible for its content, its recipients, and its compliance with law and these Terms, as if you had written and sent it yourself.
• Supervision. You are responsible for configuring, testing and monitoring your agents, including approval steps, rate limits and the actions an agent may take because of mail it receives. We provide approval and pause controls; using them well is up to you.
• Inbound mail is untrusted. Mail from the internet can contain instructions crafted to manipulate an AI system, malicious links and attachments, and false information. You are responsible for how your agents treat it. We are not liable for what an agent does because of the content of a message it received.
• Honest identity. An agent must not pretend to be a human, a particular person, or an organization you do not represent, in any way meant to mislead the recipient. Where the law requires disclosure that a message or conversation is automated, you must make it.
• Third-party accounts. If an agent uses an address to sign up for or operate accounts on other services, you are responsible for following those services' terms. See the Acceptable Use Policy on account farming.

7. Acceptable Use Policy

This policy applies to all use of the Service, including use by your agents and by your own customers. We may update it under section 21.

7.1 Commercial email and consent

• Commercial electronic messages must comply with Canada's anti-spam legislation (CASL), the U.S. CAN-SPAM Act, and every other law that applies to the message and its recipients. Under CASL that means, among other things, having express or implied consent, identifying yourself as the sender, and including a working unsubscribe mechanism that you honour within 10 business days.
• No unsolicited bulk email. No purchased, rented, scraped or harvested address lists, and no addresses generated by guessing or dictionary attacks.
• No cold outreach at a volume or in a pattern that produces complaint or bounce rates above the levels in section 7.4.
• Honour unsubscribe and opt-out requests, including the List-Unsubscribe header when it is enabled for an inbox.

7.2 Prohibited content and conduct

You may not use the Service to send, receive, store or facilitate:

• phishing, credential harvesting, or impersonation of any person, brand, organization or government body;
• malware, ransomware, spyware or links to them, or attachments designed to evade security scanning;
• fraud, scams, deceptive offers, fake invoices or payment redirection, or any business email compromise;
• child sexual abuse material or any content that sexualizes minors. We report it to Cybertip.ca, to law enforcement and, where it applies, to NCMEC, as the law requires;
• harassment, threats, stalking, doxxing, or content that promotes violence or hatred against people based on a protected characteristic;
• non-consensual intimate imagery;
• infringement or misappropriation of anyone's intellectual property, privacy or publicity rights;
• the illegal sale of goods or services, including controlled substances and weapons;
• election or voting disinformation, or impersonation of election officials;
• anything else that is unlawful where it is sent from or received.

7.3 Abuse of the platform and of other services

• Account farming. Do not create addresses in order to register large numbers of accounts on other services, to evade their limits, bans or verification, or to manipulate reviews, votes, referrals, promotions or rankings.
• Evading our controls. Do not split activity across accounts or workspaces to get around limits, suspensions or reputation controls, and do not create accounts after we have suspended you.
• Do not forge headers or misrepresent the origin of a message.
• Do not probe, scan or test the vulnerability of the Service, or breach its security or authentication, except under a written security-testing agreement with us or our published disclosure policy.
• Do not interfere with the Service or other customers, including through excessive load, denial-of-service activity, or by using webhooks to attack third parties.
• Do not resell bare access to the Service, or offer it as a general-purpose email or relay service, without our written agreement.
• Do not use the Service to build a competing product by copying our features or interfaces, or reverse engineer it except to the extent the law permits despite this restriction.

7.4 Sending reputation

To protect deliverability for all customers, we watch bounce and complaint rates for every account. If your account goes above thresholds we set (currently, roughly, a 3% bounce rate or a 0.08% complaint rate over a rolling window), we may pause sending automatically until you acknowledge the problem and fix it. A second pause within 30 days may lead to manual review, tighter limits or suspension. We may change these thresholds to follow mailbox-provider requirements.

7.5 Safety scanning

We, and providers acting for us, automatically scan mail and attachments for spam, malware, phishing and other abuse, and may block, quarantine or strip content that fails those checks. Our staff may review message content when it is needed to investigate abuse, respond to a report, fix a problem you asked us to look at, or meet a legal obligation.

7.6 Reporting abuse

Report abuse involving the Service to abuse@agently.mx, with full message headers if you can. We aim to triage reports within one business day.

8. Your content

• “Customer Content” means mail, attachments, metadata, webhook payloads and other data that you or your agents send, receive or store through the Service. As between you and us, you own Customer Content.
• You give us a worldwide, non-exclusive, royalty-free licence to host, copy, process, transmit, scan and display Customer Content only as needed to provide, secure and support the Service, to prevent abuse, and to comply with law. This licence ends when the content is deleted from our systems, as described below.
• You confirm that you have every right and consent needed for us to process Customer Content as these Terms describe, including any personal information of the people your agents correspond with.
• Retention. We keep Customer Content for the retention period of your plan and then delete it, unless you delete it sooner. Content subject to an abuse investigation or a legal hold may be kept longer, for as long as that requires.
• Export and deletion. You can export your data through the API while your account is active. After your account ends we delete Customer Content within 30 days, except copies in backups, which are overwritten on their normal schedule, and content we must keep by law.
• No training. We do not use Customer Content to train machine-learning models, and we do not sell it.
• We may use aggregated, de-identified data about how the Service is used (for example, message volumes and error rates) to operate and improve it, provided it does not identify you, your users or your correspondents.

9. Privacy and data processing

Our Privacy Policy explains how we handle personal information about account holders, website visitors and people who join the waitlist; for that information we are the organization responsible for it.

For personal information inside Customer Content, we act as your service provider (a “processor” under laws such as the EU and UK GDPR) and process it only on your instructions, which these Terms and your use of the Service record. Our Data Processing Addendum, which we will publish before paid plans launch and which is available on request from legal@agently.mx until then, forms part of these Terms and covers security, sub-processors, international transfers, breach notification and deletion. You are responsible for giving any notices and getting any consents your correspondents are owed.

Customer Content is stored in Canada. Some processing, such as edge networking, payments and error monitoring, happens elsewhere through our sub-processors. We will publish the list before paid plans launch; until then it is available on request from legal@agently.mx.

10. Plans, fees and taxes

• Subscriptions. Paid plans are billed in advance, monthly or annually, through our payment processor, Stripe. Your subscription renews automatically at the end of each term until you cancel. You can cancel at any time in the dashboard. Cancellation takes effect at the end of the current term, and you keep access until then.
• Usage and overage. If you turn on overage billing, usage above your plan's included amounts is billed in arrears at the rates shown in the dashboard when the usage happens. With overage off, we stop the affected activity at the limit instead.
• Price changes. We will give at least 30 days' notice of a price increase. It applies from your next renewal after the notice period ends. If you do not agree, cancel before it takes effect.
• Taxes. Prices do not include taxes. We charge GST/HST, QST, PST, sales tax, VAT or similar taxes where we are required to. You are responsible for any taxes other than taxes on our net income. If you are required to withhold tax, you will gross up the payment so that we receive the full amount.
• Late payment. If a payment fails, we will tell you and retry. If an account stays past due for more than 7 days, we may stop outbound sending until it is paid, and after 30 days we may suspend the account. A chargeback that we do not agree with may lead to immediate suspension.
• Refunds. Fees are non-refundable except where these Terms or the law say otherwise, or where we decide to refund at our discretion. If we terminate your account without cause, we refund prepaid fees for the unused part of the term.
• Upgrades take effect immediately and are prorated. Downgrades take effect at the next renewal. Downgrading can reduce limits and retention, and content beyond the new retention period may be deleted.

11. Early access and free plans

• Joining the waitlist does not create an account or guarantee access. We choose who to invite and when.
• Features we label alpha, beta, preview or early access may be incomplete, may change or be withdrawn without notice, and may be less reliable than the rest of the Service. Use them at your own risk. They are not covered by any service level agreement.
• We may change or discontinue a free plan, or its limits, at any time. We will try to give 30 days' notice before ending a free plan you are using. Free accounts that are inactive for 12 months may be closed after notice.

12. Suspension and termination

• Suspension. We may suspend all or part of the Service for an account, such as outbound sending, a single inbox or API access, if we reasonably believe that the account is in breach of these Terms, poses a security risk, is harming our sending reputation or other customers, is past due, or that suspension is required by law. Where we reasonably can, we will notify you first and give you a chance to fix the problem. We will lift a suspension once the reason for it is resolved.
• Termination by you. You may stop using the Service and close your account at any time.
• Termination by us. We may terminate these Terms for an account (a) on 30 days' notice for any reason; (b) immediately if you materially breach them and do not fix the breach within 10 days of notice; or (c) immediately for a serious breach of the Acceptable Use Policy, such as phishing, malware, fraud or the content in section 7.2, for repeat breaches, or where the law requires it.
• Effect. When your account ends, your right to use the Service ends, your API keys stop working, and your addresses enter quarantine under section 5. Any fees you owe become payable. Sections 8 (retention and deletion), 10 (amounts owed), and 13 through 24 survive.

13. Our property and feedback

We and our licensors own the Service, including its software, design, documentation and trademarks, and all intellectual property in them. These Terms give you no rights in them beyond the limited right to use the Service. If you send us suggestions or feedback, we may use them without restriction or payment to you. We will not identify you as their source without your permission.

We will not name you as a customer in our marketing without your permission.

14. Third-party services

The Service works with services we do not control, such as your webhook endpoints, AI model providers, the mail servers of your correspondents, and integrations you connect. Your use of them is governed by their terms. We are not responsible for them, or for data once it leaves the Service at your direction, for example in a webhook delivery or an API response to your agent.

15. Confidentiality

Each party may receive non-public information from the other that is marked confidential or that a reasonable person would understand to be confidential, including Customer Content and non-public details of the Service (“Confidential Information”). The receiving party will use it only to perform under or exercise its rights under these Terms, protect it with at least reasonable care, and share it only with its employees, contractors and advisers who need to know it and are bound by similar obligations. This does not cover information that is or becomes public through no fault of the receiving party, that it already knew, that it independently developed, or that it lawfully received from someone else without a duty of confidence. A party may disclose Confidential Information when the law requires it, after giving the other party notice where that is lawful.

16. Disclaimers

Each party confirms that it has the authority to enter into these Terms. We will provide the Service with reasonable skill and care and use reasonable administrative, technical and physical safeguards to protect Customer Content.

Except as expressly stated in these Terms, the Service is provided “as is” and “as available”. To the fullest extent permitted by law, we disclaim all other warranties and conditions, whether express, implied or statutory, including implied warranties or conditions of merchantability, merchantable quality, fitness for a particular purpose, title and non-infringement, and any warranty that the Service will be uninterrupted, error-free or secure, or that any message will be delivered.

We do not review, and are not responsible for, the decisions or output of your agents or of any AI model they use.

17. Limitation of liability

To the fullest extent permitted by law:

• Neither party is liable to the other for any indirect, incidental, special, consequential, exemplary or punitive damages, or for lost profits, revenue, goodwill or data, or for business interruption, however caused and under any theory of liability, even if it was advised that they were possible.
• Each party's total liability arising out of or relating to these Terms or the Service is limited to the greater of (a) the fees you paid us for the Service in the 12 months before the event giving rise to the claim, and (b) CA$100.

These limits do not apply to your payment obligations, to your obligations under section 18, to your breach of the Acceptable Use Policy, or to liability that cannot be limited by law, such as liability for fraud or for wilful misconduct. They apply even if a remedy fails of its essential purpose.

18. Indemnity

You will defend us and our directors, officers, employees and contractors against any claim, investigation or proceeding brought by a third party or a regulator, and pay any resulting damages, fines, settlements and reasonable legal costs, to the extent it arises from: Customer Content; messages sent from your inboxes, including messages your agents sent; your breach of these Terms or of law; or your products and services. We will tell you promptly about the claim, let you control the defence (but you may not settle a claim in a way that admits fault by us or imposes obligations on us without our consent), and give you reasonable cooperation at your expense.

19. Export controls and sanctions

You will comply with the export control and economic sanctions laws that apply to your use of the Service, including Canada's Special Economic Measures Act, Justice for Victims of Corrupt Foreign Officials Act and Export and Import Permits Act, and, where they apply, U.S. regulations administered by OFAC and the Export Administration Regulations. You confirm that you, and anyone who owns or controls you, are not on a Canadian, U.S., UN, EU or UK sanctions list, and that you will not use the Service in, or for the benefit of anyone in, a country or region subject to comprehensive sanctions. We may suspend or end the Service immediately where we need to in order to comply with these laws.

20. Legal requests

We disclose Customer Content or account information to a government or law-enforcement authority only when we are legally required to, or in an emergency involving a risk of death or serious harm. For requests from outside Canada, we generally require that they come through a mutual legal assistance treaty or another process recognized in Canada. Where the law allows, we notify you before we disclose your information so that you can object. We will publish law-enforcement guidelines explaining this in more detail before paid plans launch.

21. Changes to these terms

We may update these Terms, for example to reflect changes to the Service or the law. We will post the new version here with a new effective date. If a change is material, we will tell you by email or in the dashboard at least 30 days before it takes effect, unless it is needed sooner for legal or security reasons or to address abuse. If you do not agree to a change, you may close your account before it takes effect. If you are on a prepaid plan and close your account for that reason, we will refund the unused part of your term. Continuing to use the Service after a change takes effect means you accept it.

22. Governing law and disputes

These Terms are governed by the laws of the Province of Ontario and the federal laws of Canada that apply there, without regard to conflict-of-law rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Before starting a formal proceeding, a party will send the other a written description of the dispute and both will try in good faith to resolve it for 30 days. After that, the courts of Ontario sitting in Toronto have exclusive jurisdiction, and each party submits to them. Either party may seek an injunction or other urgent relief in any court with jurisdiction to protect its intellectual property, Confidential Information or the security of the Service.

23. General

• Entire agreement. These Terms, with the documents they incorporate, are the whole agreement between us about the Service. They replace any earlier agreement about it. Terms in your purchase orders or other documents do not apply, even if we accept them.
• Assignment. You may not assign these Terms without our written consent, except to a successor of all or substantially all of your business that is not our competitor, with notice to us. We may assign them to an affiliate or a successor to our business.
• Force majeure. Neither party is liable for a failure or delay caused by events beyond its reasonable control, such as natural disasters, war, terrorism, labour actions, government action, or failures of the internet, utilities, or third-party hosting or email providers. This does not excuse payment obligations.
• Notices. We send notices to the account email address or through the dashboard. You send legal notices to legal@agently.mx. A notice is received when it is delivered, or the next business day if it is delivered outside business hours.
• Independent parties. The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency or employment relationship.
• No third-party beneficiaries. No one other than the parties has rights under these Terms, except the people protected by section 18.
• Severability and waiver. If a provision is found unenforceable, it will be enforced to the maximum extent allowed and the rest of these Terms stay in effect. Not enforcing a provision is not a waiver of it.
• Language. These Terms are written in English, and the parties have expressly required that they and all related documents be drawn up in English. Les parties ont expressément exigé que la présente entente et tous les documents qui s'y rattachent soient rédigés en anglais.

24. Contact

Agently.mx
Legal: legal@agently.mx · Abuse: abuse@agently.mx · Security: security@agently.mx · General: hello@agently.mx