Terms of Service

These Terms of Service ("Terms") constitute a legally binding agreement between you ("you," "User," or "Merchant") and Agents Authority, Inc., a Delaware corporation ("Agents Authority," "we," "our," or "us"), governing your access to and use of our agentic commerce infrastructure, including the merchant dashboard, MCP server, APIs, SDKs, WooCommerce plugin, and related documentation (collectively, the "Services").

By creating an account, connecting a store, installing the plugin, or calling our APIs, you agree to be bound by these Terms and our Privacy Policy, which is incorporated by reference. If you are accepting these Terms on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that entity.

If you do not agree to these Terms, do not access or use the Services.

Agents Authority provides infrastructure that enables AI agents to discover merchants, browse products, and complete purchases within policy-governed spending limits. Our Services include:

• Merchant onboarding, store connection, and UCP (Universal Commerce Protocol) profile generation
• MCP (Model Context Protocol) server — 42+ tools for AI agents to query product data and initiate purchases
• Agent wallet creation, spending policy enforcement, and budget management
• Transaction processing, approval workflows, and real-time audit logging
• WooCommerce plugin for automated store integration and product sync
• REST APIs and SDKs for custom integrations
• Merchant dashboard for monitoring agent activity and managing settings

We may modify, suspend, or discontinue any feature of the Services at any time with reasonable notice. We will make commercially reasonable efforts to maintain service continuity for paid subscribers.

To access the Services, you must register for an account. By registering, you agree to:

• Provide accurate, current, and complete registration information
• Promptly update your account information when it changes
• Maintain the confidentiality of your account credentials and API keys
• Accept full responsibility for all activity that occurs under your account
• Notify us immediately at hello@agentsauthority.com of any unauthorized access or security breach
• Not share account access with unauthorized third parties

You must be at least 18 years old and legally permitted to enter into contracts in your jurisdiction to create an account. We reserve the right to refuse service, close accounts, or cancel subscriptions at our discretion, including for violation of these Terms.

This section is critical and specific to the nature of our Services. AI agents operating through your account act on your behalf. You understand and agree that:

• You are fully responsible for agent actions. All purchases, queries, and data accesses made by AI agents authorized under your account are your responsibility, regardless of whether you directly instructed the specific action.
• Spending policy compliance is your burden. Agents Authority enforces the policies you configure. If an agent executes a transaction that complies with your configured policy, we bear no liability for the resulting charge even if the transaction was not your intent.
• You bear responsibility for agent authorization. Issuing API keys or enabling agent access constitutes your authorization for agents to act on your behalf. Safeguard your credentials accordingly.
• Autonomous decisions carry inherent risk. AI agents may behave in unexpected ways. You are responsible for monitoring agent activity, reviewing audit logs, and implementing appropriate oversight controls.
• Disputed agent transactions. If you believe an agent made an unauthorized transaction, notify us immediately at hello@agentsauthority.com. We will investigate and provide audit log evidence. Refunds are governed by the applicable merchant's return policy and our dispute process.

You agree not to use the Services for any of the following:

• Any unlawful purpose, or in violation of any applicable laws or regulations
• Money laundering, terrorist financing, sanctions evasion, or other financial crimes
• Fraud, deception, identity theft, or misrepresentation of any kind
• Circumventing or attempting to circumvent spending limits, approval workflows, or security controls
• Selling prohibited goods: weapons, controlled substances, counterfeit goods, or items illegal in the buyer's or seller's jurisdiction
• Interfering with or disrupting the Services, our servers, or networks
• Attempting to gain unauthorized access to any account, system, or network
• Transmitting malware, viruses, or other harmful code
• Using agents to place fraudulent orders, test credit cards, or execute carding attacks
• Reselling or redistributing API access without our express written authorization
• Reverse engineering, decompiling, or attempting to extract our platform source code

Violation of this section may result in immediate account termination and referral to law enforcement.

• Platform subscription fees are charged based on your selected plan and billed monthly or annually in advance
• Transaction fees, if applicable to your plan, are charged at the rates published on our pricing page
• All fees are quoted in US dollars and are exclusive of applicable taxes
• Subscription fees are non-refundable except where required by law or expressly stated otherwise
• We will provide at least 30 days written notice before increasing fees for existing subscribers
• Failed payments will result in a grace period of 7 days before service suspension
• You are responsible for all applicable taxes, levies, or duties imposed by taxing authorities

For enterprise pricing, custom payment terms may be negotiated separately. Contact hello@agentsauthority.com.

Each party agrees to protect the other party's non-public business information disclosed in connection with these Terms ("Confidential Information") using at least the same degree of care it uses to protect its own confidential information (but no less than reasonable care), and not to disclose it to any third party without prior written consent.

Confidential Information includes: API keys, pricing schedules, technical specifications, business strategies, and any information marked "confidential." It excludes information that becomes publicly known through no fault of the receiving party, or that the receiving party independently develops without reference to the Confidential Information.

Disclosure is permitted when required by law, regulation, or court order — provided the disclosing party gives prompt written notice to the other party (to the extent legally permitted) and cooperates to seek a protective order.

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AGENTS AUTHORITY EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

WE DO NOT WARRANT THAT: (A) THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE; (B) ANY DEFECTS WILL BE CORRECTED; (C) THE SERVICES OR SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (D) AI AGENTS WILL BEHAVE IN A PREDICTABLE OR INTENDED MANNER.

Some jurisdictions do not allow the exclusion of implied warranties, so the above exclusion may not apply to you in full.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL AGENTS AUTHORITY, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION: LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITIES, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR YOUR USE OF THE SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

OUR AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES — WHETHER IN CONTRACT, TORT, STATUTE, OR OTHERWISE — SHALL NOT EXCEED THE GREATER OF: (A) THE FEES YOU PAID TO AGENTS AUTHORITY IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM, OR (B) ONE HUNDRED US DOLLARS ($100).

THE LIMITATIONS IN THIS SECTION APPLY TO: ERRORS OR OMISSIONS IN THE SERVICES; ACTIONS TAKEN BY AI AGENTS UNDER YOUR ACCOUNT; UNAUTHORIZED ACCESS TO YOUR DATA; AND ANY OTHER MATTERS RELATING TO THE SERVICES.

Some jurisdictions do not allow limitations on incidental or consequential damages, so the above limitations may not apply to you in full.

You agree to defend, indemnify, and hold harmless Agents Authority and its officers, directors, employees, contractors, and agents from and against any claims, liabilities, damages, losses, costs, and expenses (including reasonable legal fees) arising out of or relating to:

• Your violation of these Terms or any applicable law
• Your store operations, products, or customer relationships
• Actions taken by AI agents authorized under your account
• Your infringement of any intellectual property or other rights of any third party
• Any dispute between you and an end customer arising from an agent-initiated transaction

By you: You may close your account at any time by contacting hello@agentsauthority.com or through the dashboard. Closing your account cancels any future billing but does not entitle you to a refund of prepaid fees.

By us: We may suspend or terminate your account immediately and without prior notice if you: (a) materially breach these Terms; (b) engage in fraudulent or illegal activity; (c) create risk or legal exposure for Agents Authority; or (d) fail to pay fees after the grace period expires.

Upon termination: your right to access the Services ceases immediately; your store is disconnected and cached product data is deleted within 30 days; outstanding charges remain due. Sections 5, 9, 10, 11, 12, 13, 15, 16, and 17 survive termination.

These Terms are governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict-of-laws provisions. For any disputes not subject to arbitration (such as injunctive relief), you consent to the exclusive personal jurisdiction of the state and federal courts located in Wilmington, Delaware.

• Entire agreement: These Terms, together with our Privacy Policy and any order forms or enterprise agreements, constitute the entire agreement between you and Agents Authority regarding the Services and supersede all prior agreements.
• Severability: If any provision of these Terms is held invalid or unenforceable, the remaining provisions remain in full force and effect.
• Waiver: Our failure to enforce any right or provision does not constitute a waiver of that right or provision.
• Assignment: You may not assign or transfer these Terms or your account without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of assets, with notice to you.
• Force majeure: Neither party is liable for delays or failures caused by events beyond their reasonable control, including natural disasters, internet outages, government actions, or third-party service failures.
• Notices: We may provide notices by email to your registered address or by posting to your dashboard. You may provide notices to us by email at hello@agentsauthority.com.
• Changes to Terms: We will provide at least 14 days notice before material changes take effect. Continued use after the effective date constitutes acceptance.

For questions about these Terms, contact us at: