Terms of Service

1. Acceptance

These Terms of Service (“Terms”) form a binding agreement between [Secret Agents Legal Entity Name] (“Secret Agents,” “we”) and the entity that subscribes to or uses the Secret Agents Client CRM (the “Customer,” “you”). By creating an account, accepting an invitation, or using the Service, the Customer and its Users agree to these Terms. If the Customer has signed a separate Master Services Agreement (“MSA”) with Secret Agents, that MSA controls in the event of conflict with these Terms.

2. Definitions

• “Service” means the Secret Agents Client CRM web application and related services.
• “Customer Organization” or “Org” means a tenant of the Service for a single business Customer.
• “User” means an individual authorized by the Customer to access the Service under the Customer’s Org.
• “Customer Data” means data the Customer or its Users submit to, or that the Service ingests on behalf of the Customer through Customer-configured integrations.
• “AUP” means our Acceptable Use Policy at /legal/acceptable-use.

3. Account and access

Customers access the Service via accounts created through our authentication provider. The Customer is responsible for maintaining the security of its accounts, for the actions of its Users, and for assigning roles (owner, manager, or viewer) appropriately. Sharing of credentials is prohibited.

4. The Service

Secret Agents will provide the Service substantially as described in our published documentation. We may modify, enhance, or change features from time to time. We will not materially reduce the core functionality available to active paying Customers without reasonable notice.

5. Customer responsibilities

The Customer agrees to:

• Use the Service in accordance with these Terms, the AUP, and applicable law (including marketing, anti-spam, and privacy law).
• Ensure that Customer Data ingested into or uploaded to the Service was collected lawfully and that any required notices and consents have been obtained from data subjects.
• Configure ingestion endpoints, Slack webhooks, and other integrations responsibly, including protecting per-Customer ingest tokens.
• Ensure that each of its Users complies with these Terms and the AUP.

6. Customer Data

6.1 Ownership

As between the parties, the Customer retains all right, title, and interest in Customer Data. We do not claim ownership of Customer Data.

6.2 License to us

The Customer grants Secret Agents a worldwide, non-exclusive, royalty-free, limited license to host, copy, transmit, display, and process Customer Data solely to provide the Service and as otherwise permitted by these Terms.

6.3 Reps and warranties

The Customer represents and warrants that it has the rights necessary to grant the foregoing license and that the collection, transfer, and processing of Customer Data through the Service complies with applicable law and any notices provided to data subjects.

6.4 Aggregated and de-identified data

Secret Agents may produce aggregated, anonymized, or de-identified data from Customer Data and use such data for operating, securing, and improving the Service. Such data will not identify the Customer or any individual.

7. Fees and payment

Fees, if any, are as agreed in the Customer’s MSA or order form. Where fees apply, they are non-refundable except as required by law or as expressly stated.

8. Intellectual property

Secret Agents and its licensors own all right, title, and interest in the Service, including all related intellectual property. No rights are granted except as expressly stated in these Terms. The Customer may not (i) reverse-engineer the Service, (ii) sublicense or resell access except as agreed in writing, (iii) use the Service to build a competing product, or (iv) remove or obscure proprietary notices.

9. Confidentiality

Each party will protect the other’s non-public information disclosed in connection with the Service (“Confidential Information”) using at least the same degree of care it uses to protect its own confidential information of a similar nature, and not less than reasonable care. Confidential Information may be disclosed if required by law, with prior notice to the other party where permitted.

10. Warranty disclaimer

THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE.” EXCEPT AS EXPRESSLY STATED IN AN MSA, SECRET AGENTS MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE.

11. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, OR DATA. SECRET AGENTS’ TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS WILL NOT EXCEED [the greater of (i) fees paid by the Customer for the Service in the [12] months preceding the event giving rise to liability or (ii) USD $[amount]]. The foregoing limits do not apply to obligations of indemnification, breach of confidentiality, or amounts owed under an executed MSA.

12. Indemnification

The Customer will defend, indemnify, and hold harmless Secret Agents from and against third-party claims and liabilities arising from (i) Customer Data, (ii) the Customer’s or its Users’ breach of these Terms, the AUP, or applicable law, or (iii) the Customer’s use of the Service in violation of these Terms.

13. Term and termination

These Terms apply for so long as the Customer maintains an account or, if longer, the term stated in an MSA or order form. Either party may terminate for material breach not cured within [30] days of written notice. Secret Agents may suspend access for security reasons or material AUP violations without prior notice.

14. Effect of termination

Upon termination, access to the Service ceases. The Customer may export Customer Data for [N] days following termination, after which we may delete it. Sections that by their nature should survive termination (for example, ownership, confidentiality, limitation of liability, governing law) will survive.

15. Modifications

We may update these Terms. Material changes will be communicated through the Service or by email. Continued use after the effective date of an update constitutes acceptance. If a change is unacceptable, the Customer’s remedy is to terminate.

16. Governing law and disputes

These Terms are governed by the laws of [jurisdiction], without regard to conflict of laws principles. The parties consent to the exclusive jurisdiction of the courts located in [venue], except that either party may seek injunctive relief in any court of competent jurisdiction.

17. General

17.1 Notices

Notices to Secret Agents should be sent to [legal@secretagents.co] with a copy to [postal address]. Notices to the Customer may be sent to the email on file for the Customer’s owner.

17.2 Assignment

Neither party may assign these Terms without the other’s consent, except in connection with a merger, acquisition, or sale of substantially all assets.

17.3 Severability

If any provision is held unenforceable, the remainder will continue in effect.

17.4 Entire agreement

These Terms (together with any executed MSA, the AUP, the Privacy Policy, and the User Submission Agreement) constitute the entire agreement between the parties regarding the Service.