Authorized User
A natural person that Customer authorizes to access or use the Service under Customer's account or workspace.
Legal Foundation
This first-pass Terms of Service foundation is written as a responsibility map for an approval-gated AI workflow product. It is built to describe what AgentAlly actually does now, what it does not do by default, and where human, professional, and compliance responsibility remains with the customer.
Launch foundation draft for counsel review. Contracting-entity details, effective date, and certain commercial and dispute terms remain subject to final legal confirmation before public launch or beta onboarding.
The terms below are the contract vocabulary the rest of the draft uses.
A natural person that Customer authorizes to access or use the Service under Customer's account or workspace.
Prompts, uploaded files, CRM records, contact data, transaction data, calendar and inbox context, approval logs, and other data that Customer or its Authorized Users submit to, connect to, or make available through the Service.
Any draft, summary, recommendation, workflow suggestion, classification, generated content, or other machine-generated output produced by the Service.
Any email, SMS, call script, direct message, document transmittal, marketing asset, or other content intended to be sent, shared, or delivered outside the Service to a prospect, client, vendor, counterparty, platform, or other third party.
A specific External Communication that an Authorized User reviewed and affirmatively approved for transmission or release through the Service.
A feature labeled alpha, beta, pilot, preview, early access, or similar language showing that it is not yet part of the general availability baseline.
Voluntary comments, ideas, suggestions, ratings, or bug reports that Customer or an Authorized User provides about the Service, excluding Customer Data unless separately agreed in writing.
Section 1
These Terms of Service govern access to and use of AgentAlly's software, websites, workflows, APIs, preview environments, and related services. The final published version will identify the contracting entity and effective date before launch.
By accessing or using the Service after the effective date, or by clicking to accept these Terms where presented, Customer agrees to be bound by these Terms.
Customer must be at least 18 years old and legally able to enter into a binding contract. If Customer uses the Service on behalf of a brokerage, team, company, or other organization, Customer represents that it has authority to bind that organization to these Terms.
Section 2
Customer must provide accurate account information, keep credentials confidential, and promptly update account details when they change.
Customer is responsible for activity that occurs under its account, including activity by Authorized Users. Workspace administrators may be able to invite or remove users, manage integrations, access workspace-level data, and control billing settings for the workspace.
Customer must notify AgentAlly promptly if Customer becomes aware of unauthorized access, credential compromise, or suspected misuse of the Service.
Section 3
AgentAlly is an approval-gated AI workflow product built to help real estate operators and related businesses draft, suggest, summarize, organize, stage, and recommend work. The Service may help prepare communications, summarize information, surface next steps, organize context, and support review-ready operating workflows.
Unless a separately documented feature clearly says otherwise, the Service does not imply autonomous sending by default. It may prepare or stage proposed External Communications, but it does not describe one-time setup, connected integrations, or saved preferences as blanket authority to send future communications without review.
Some features may be released as Preview Features. Preview Features may change, be limited, or be discontinued without the same support, stability, or availability commitments as the general Service.
Section 4
Customer remains responsible for deciding whether, when, and how to use the Service and any AI Output.
Customer must review outputs for accuracy, legality, compliance, tone, factual grounding, recipient fit, and appropriateness for the specific transaction, relationship, or situation before use.
Customer is responsible for obtaining and maintaining the rights, permissions, and authority needed to use Customer Data, to connect third-party systems, and to act on behalf of Customer's business, clients, or contacts where relevant.
Section 5
AI Output may be inaccurate, incomplete, stale, generic, biased, misleading, non-unique, or unsuitable for a specific use case. AgentAlly does not warrant that AI Output is correct, legally compliant, original, or appropriate for Customer's intended use.
Customer must review, edit, reject, or replace AI Output as appropriate before relying on it or using it externally. Customer may not treat AI Output as a substitute for independent judgment or required human review.
Customer may not use AI Output as the sole basis for consequential decisions involving legal obligations, regulated communications, brokerage supervision, licensing compliance, housing access, fair housing, or other materially sensitive matters.
Section 6
AgentAlly may prepare, stage, or recommend proposed External Communications. A proposed message, document, or send step becomes an Approved Communication only when an Authorized User reviews the specific content and affirmatively approves that specific transmission or release.
Except where a separately documented feature clearly provides otherwise, AgentAlly will not transmit an External Communication unless and until it becomes an Approved Communication. Connected inboxes, CRM connections, templates, workflows, or recurring preferences do not by themselves create blanket authority for default autonomous sending.
Customer is responsible for each Approved Communication, including the decision to send it, the recipient selection, the final content, the timing, and any required disclosures, recordkeeping, opt-out handling, or follow-up compliance steps.
Section 7
AgentAlly is not a law firm, brokerage, broker of record, lender, title company, escrow agent, tax advisor, appraiser, or other licensed professional service provider. The Service does not provide legal advice, definitive contract or disclosure interpretation, underwriting advice, appraisal opinions, or brokerage supervision.
The Service is not a substitute for broker supervision, attorney review, or other licensed-professional review where that review is required. Customer remains responsible for determining when specialized human review is required and for obtaining it.
Customer remains responsible for complying with all laws, rules, regulations, platform terms, carrier requirements, and professional obligations applicable to Customer's use of the Service, including requirements related to email, SMS, calling, recordings, disclosures, sender identification, consent, unsubscribe or revocation handling, quiet hours, recordkeeping, and marketing practices.
Customer may not use the Service to discriminate, steer, exclude, target, or make housing, marketing, or communication decisions in a way that violates fair housing, anti-discrimination, or similar laws. Customer remains responsible for reviewing all outputs and campaigns for fair-housing and anti-discrimination compliance.
Section 8
Customer may not use the Service in violation of law, third-party rights, platform terms, or these Terms.
Section 9
Some Service features depend on third-party providers and integrations, including model providers, hosting providers, identity providers, payment processors, CRM systems, inbox and calendar providers, telecommunications carriers, document services, analytics providers, storage providers, and mapping or data vendors.
Third-party services may change, fail, rate-limit, suspend, reject, or discontinue functionality outside AgentAlly's control. Deliverability, connectivity, latency, account access, and feature availability may depend on those third-party systems and their policies.
Customer is responsible for maintaining any third-party accounts, permissions, consents, and commercial relationships required for Customer's intended use. AgentAlly is not responsible for third-party fees, outages, blocking decisions, or policy changes except to the extent expressly stated in a separate written agreement.
Section 10
As between the parties, Customer retains Customer's rights in Customer Data. These Terms do not transfer ownership of Customer Data to AgentAlly.
Customer grants AgentAlly a non-exclusive, worldwide, limited license to host, copy, transmit, display, format, redact, index, and otherwise process Customer Data solely as reasonably necessary to provide, secure, maintain, support, and troubleshoot the Service, to perform Customer-requested actions, and to comply with law.
AI Output may not be unique and may contain material similar to content generated for other users. AgentAlly does not represent that AI Output is protectable intellectual property, exclusive to Customer, or free of third-party claims. Customer remains responsible for deciding whether and how to use AI Output.
No broader right to use Customer Data for analytics, product improvement, model training, or similar purposes is implied by these Terms. Any such rights, if offered at all, must be stated separately in the Privacy Policy or another written agreement.
If Customer submits Feedback, Customer grants AgentAlly a non-exclusive, worldwide, perpetual, irrevocable, transferable, sublicensable, royalty-free license to use that Feedback to operate, improve, and market the Service without obligation to Customer, provided that Feedback does not expand AgentAlly's rights in Customer Data.
Section 11
Some Service plans are paid subscriptions. Customer agrees to pay the fees, charges, and taxes described in the applicable order form, signup surface, trial-to-paid flow, or pricing page. Promotional pricing, Preview Feature pricing, founding-member offers, and free-trial terms may be time-limited and may change for new purchases going forward.
Unless the final launch posture states otherwise, paid subscriptions are billed in advance on a recurring monthly or annual basis until canceled. Customer authorizes AgentAlly and its payment processor to charge the selected payment method for recurring fees, applicable taxes, and any amounts owed for overages, failed payments, or reactivations.
Customer may cancel renewal through the applicable billing workflow, but cancellation does not undo charges already due for the current billing period unless required by law or expressly stated in writing. Refund posture, auto-renewal notices, payment dispute timing, and any trial-conversion mechanics must be confirmed before launch.
Starting point only. Counsel must confirm the final renewal language, trial conversion timing, refund posture, state auto-renewal notice requirements, and whether consumer-protection rules require additional disclosures.
Section 12
AgentAlly may suspend or limit access to the Service if reasonably necessary to address misuse, legal risk, security risk, third-party provider restrictions, nonpayment, or behavior that could harm the Service, other users, or third parties.
Customer may stop using the Service at any time. AgentAlly may terminate these Terms or Customer's access on notice if Customer materially breaches these Terms and does not cure the breach where cure is reasonably possible.
On termination, Customer's right to use the Service ends. Customer Data handling after termination remains subject to the applicable Privacy Policy, retention practices, backup realities, and any separate written agreement. Sections that by their nature should survive termination will survive, including payment obligations, disclaimers, liability limits, indemnity, dispute terms, and rights in Feedback.
Section 13
The Service, AI Output, Preview Features, and all related content and functionality are provided on an "as is" and "as available" basis to the maximum extent permitted by law.
AgentAlly disclaims all implied warranties and conditions, including implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, quiet enjoyment, and any warranty arising from course of dealing or usage of trade. AgentAlly does not warrant that the Service will be uninterrupted, error-free, secure, accurate, complete, timely, or compatible with every third-party system or legal obligation.
Counsel should confirm jurisdiction-specific enforceability, any required consumer carve-outs, and whether a separate SLA or uptime commitment will change this baseline.
Section 14
To the maximum extent permitted by law, AgentAlly and its affiliates, officers, employees, contractors, and suppliers will not be liable for indirect, incidental, special, exemplary, consequential, or punitive damages, or for lost profits, lost revenue, lost business opportunity, loss of goodwill, loss of data, or the cost of substitute services, even if advised of the possibility of those damages.
Subject to the final carve-outs selected for launch, AgentAlly's total aggregate liability arising out of or relating to the Service or these Terms will not exceed the greater of (a) the amounts Customer paid to AgentAlly for the Service during the 12 months before the event giving rise to the claim or (b) $100 if Customer used only a free trial or free Preview Feature.
Counsel must confirm the liability cap, any floor amount, and carve-outs for items such as fraud, willful misconduct, gross negligence, confidentiality, data-security incidents, payment obligations, and indemnity.
Section 15
Customer will defend, indemnify, and hold harmless AgentAlly and its affiliates, officers, employees, contractors, and suppliers from third-party claims, demands, investigations, losses, liabilities, damages, judgments, settlements, costs, and expenses, including reasonable attorneys' fees, arising out of or relating to Customer Data, Approved Communications, Customer's use of the Service, Customer's violation of law, or Customer's breach of these Terms.
This indemnity includes claims based on consent failures, spam or telemarketing complaints, alleged unlawful recordings, alleged discriminatory communications or targeting, allegedly unauthorized use of third-party data, and instructions or content that Customer approved or caused the Service to process.
Counsel should confirm indemnity scope, procedures, control of defense, and whether any reciprocal IP indemnity is appropriate for launch.
Section 16
The current draft assumes these Terms and any dispute arising out of or relating to them will be governed by the laws of the State of Georgia, without regard to conflict-of-laws rules, and that the state or federal courts located in Fulton County, Georgia will have exclusive jurisdiction, subject to any final launch decision to replace or supplement this forum with arbitration.
Before launch, counsel must decide whether AgentAlly will keep a court-venue posture, adopt mandatory arbitration, include a class-action waiver, or create carve-outs for equitable relief, IP claims, or collections matters.
This section is intentionally marked as provisional so counsel can redline from a real starting point instead of a blank placeholder.
Section 17
AgentAlly may update the Service, add or remove features, or revise these Terms from time to time. Material changes will be communicated through the Service, by email, on the website, or by another reasonable notice method before the updated Terms take effect, unless earlier changes are required for legal, security, or abuse-prevention reasons.
If Customer continues using the Service after updated Terms take effect, Customer accepts the updated Terms. If Customer does not agree, Customer must stop using the Service and, if applicable, cancel the subscription.
Section 18
Customer consents to receive legal notices, billing notices, operational notices, and other communications from AgentAlly electronically, including through the Service, by email, or on the website.
Questions about these Terms can be sent to ben@getagentally.com. Contact-routing details, the final contracting entity, and notice address for formal legal notices must be confirmed before launch.
Until the final launch version is published, questions about this foundation draft can be sent to ben@getagentally.com.