Terms of Service

1. Acceptance of Terms

By creating an account, accessing, or using the CoAgentor platform and services (the “Service”), you agree to be bound by these Terms of Service (“Terms”). If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity and that it has read and agrees to these Terms. If you do not agree to these Terms, do not use the Service.

These Terms apply to all users of the Service, including free-tier users. Your use of the Service also constitutes acceptance of our Privacy Policy, Cookie Policy, and Acceptable Use Policy (“AUP”), each incorporated herein by reference.

2. Description of Service & Beta Status

CoAgentor is an AI meeting agent platform operated by Niche Nudge LLC (“we,” “us,” or “our”), a Delaware limited liability company. The Service enables users to configure intelligent AI agents that join live Google Meet sessions as participants, process audio in real time, and respond using natural voice synthesis powered by ElevenLabs.

Early Access / Beta: The Service is currently provided in an early-access or beta state. This means features may change, be removed, or experience instability without prior notice. We provide no SLA or uptime guarantee during this period. We may introduce charges, modify pricing, or change plan terms with at least 30 days’ advance written notice (by email to the address on your account) for paid subscribers. Notice of pricing changes for free-tier users will be posted on our website and communicated by email where practicable.

3. Eligibility & Account Registration

Eligibility. You must be at least 18 years of age to create an account or use the Service. By registering, you represent and warrant that you are 18 or older. The Service is not directed at, and may not be used by, children under 13 under any circumstances. If we become aware that a user is under 13, we will terminate that account and delete associated data without notice.

Registration. You must provide accurate, current, and complete information when creating your account and keep it updated. You are responsible for maintaining the confidentiality of your credentials and for all activity under your account. You must notify us immediately at [email protected] if you become aware of unauthorized access. We are not liable for losses resulting from unauthorized access due to your failure to secure your credentials.

One account per person. Accounts are personal and non-transferable. Creating multiple accounts to circumvent usage limits is a material breach of these Terms. Business customers requiring multiple-seat access should contact us about team or Business plan options.

4. Subscriptions, Billing & Refunds

4.1 Plans

CoAgentor offers Free, Solo, and Pro subscription tiers as described on our pricing page. Plan features and limits are subject to change with notice as described in Section 24.

4.2 Billing Authorization

Paid subscriptions are billed in advance on a monthly or annual basis. By providing payment information, you authorize Niche Nudge LLC to charge your payment method: (a) the applicable subscription fee on each renewal date until you cancel; and (b) any overage charges incurred in the preceding billing period as described in Section 4.3, charged at the end of each billing period or, at our discretion, mid-period if overages are substantial. All amounts are in US dollars. If a payment fails, we will notify you and may suspend your account after a 5-day grace period.

4.3 Meeting Hours & Overage

Each plan includes a meeting hour allotment as stated on the pricing page. One “meeting hour” equals one Agent active in one meeting for one hour; partial hours are rounded up to the nearest minute. Unused monthly hours do not roll over to subsequent billing periods.

If you exceed your plan’s included hours, additional usage is billed at the per-hour overage rate for your plan tier as displayed on our pricing page at the time of the overage. Overage charges are calculated at the end of your billing period and charged to your payment method on file. We will endeavor to notify you when you reach 80% of your monthly allotment, but failure to send such notification does not waive your obligation to pay applicable overages.

The Free plan includes a lifetime hour cap, not a monthly allotment. Once exhausted, Agent deployment is suspended until you upgrade to a paid plan.

4.4 Refund Policy

Monthly plans: No refunds for partial months. You retain access through the end of the paid period upon cancellation.

Annual plans: A full refund is available within 7 days of initial purchase if you have not exceeded 5 meeting hours under the plan. After 7 days, annual plans are non-refundable. Prorated refunds are not available except where required by applicable consumer protection law (including EU/UK consumer rights legislation providing a 14-day statutory cooling-off right).

Chargebacks: Initiating a chargeback or payment reversal without first contacting us at [email protected] and allowing us 10 business days to resolve the dispute may result in immediate account suspension and referral for collection. We maintain detailed transaction records and will contest chargebacks where our Terms have been fulfilled.

4.5 Taxes

Prices are exclusive of taxes. You are responsible for all applicable sales, use, VAT, GST, and other taxes arising from your subscription. We will add applicable taxes to your invoice where required by law.

4.6 Free Plan

The Free plan is provided without charge subject to listed limits. We reserve the right to modify limits or discontinue the Free plan with 30 days’ notice communicated by email. Free plan users have no SLA, uptime guarantee, or support entitlement.

5. Acceptable Use

Your use of the Service is governed by our Acceptable Use Policy (“AUP”), incorporated into these Terms by reference. The AUP defines prohibited configurations, required consent obligations, and conduct standards. Violation of the AUP is a material breach of these Terms and grounds for immediate termination.

6. AI Output Disclaimer

AI outputs are not professional advice. Agent outputs — including spoken statements, summaries, data citations, and recommendations — are generated by AI systems and may contain errors, omissions, hallucinations, or inaccuracies. No Agent output should be treated as legal, financial, medical, psychological, compliance, or other professional advice.

You acknowledge that:

• AI language models have known failure modes including confident factual errors (“hallucinations”).
• Agent outputs depend entirely on the quality and accuracy of your connected data sources and configuration directives.
• You are solely responsible for verifying the accuracy of any Agent output before acting on it.
• We make no representation that Agent outputs are accurate, complete, current, or appropriate for any specific purpose.
• Reliance on Agent output for consequential business, legal, financial, or medical decisions is at your own risk.
• Where the EU AI Act (Regulation (EU) 2024/1689) or equivalent legislation applies, you are solely responsible for ensuring your deployment of the Service satisfies any obligations imposed on you as a deployer or user of AI systems under that legislation.

This disclaimer survives termination of these Terms.

7. Meeting Participation & Consent Law Compliance

This section addresses one of the highest-risk areas of the Service. You bear sole legal responsibility for compliance with all applicable laws governing electronic surveillance, call recording, and automated participation in meetings.

Relevant laws vary significantly and include, without limitation:

• US Federal: Electronic Communications Privacy Act (ECPA) / Wiretap Act (18 U.S.C. § 2511) — generally requires one-party consent at federal level, but state law may be stricter.
• US State (two-party / all-party consent states): California (Penal Code § 632), Connecticut, Florida, Illinois, Maryland, Massachusetts, Michigan, Montana, Nevada, New Hampshire, Oregon, Pennsylvania, and Washington require all parties to consent to interception or recording. Violations can carry criminal penalties and civil liability.
• Illinois BIPA: The Biometric Information Privacy Act may apply if voice prints are considered biometric identifiers. You are responsible for obtaining BIPA-compliant consent where applicable.
• EU/UK GDPR: Article 22 governs automated decision-making. Article 13 requires data subjects to be informed of automated processing. Deploying an Agent in meetings with EU/UK data subjects triggers GDPR notification obligations.
• Canada PIPEDA / Quebec Law 25: Consent requirements for automated participation.
• Australia: The Telecommunications (Interception and Access) Act 1979 and equivalent state surveillance device laws may require all-party consent. You are responsible for compliance in any Australian jurisdiction where participants are located.

Your obligations: Before deploying any Agent in a meeting, you must ensure all human participants are clearly informed that an AI agent is present, that it processes audio in real time, that it may speak using AI voice synthesis, and that it may access external data sources during the session. We strongly recommend a verbal disclosure at the start of every meeting and a written disclosure in meeting invitations. Verbal disclosure alone may not be sufficient in some jurisdictions.

We do not monitor your meetings for consent compliance. We provide no legal advice regarding applicable consent requirements. Consult a qualified attorney in your jurisdiction before deploying Agents in meetings with participants outside your organization, in regulated industries, or with participants in all-party consent jurisdictions.

8. Your Data, Content & Ownership

8.1 Your Ownership

You retain all intellectual property rights in your data, including meeting content, Agent configurations, uploaded knowledge base materials, and data from connected sources.

8.2 Limited Processing License

You grant Niche Nudge LLC a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to process, store, and transmit your data solely as necessary to provide the Service to you. This includes: processing audio to generate Agent responses; querying connected data sources per Agent directives; transmitting text to ElevenLabs for voice synthesis; and storing transcript logs where enabled. This license does not permit us to use your data for any purpose other than operating and improving the Service, and it terminates upon account closure subject to applicable retention obligations.

8.3 No Training on Your Data

We do not use your meeting content, Agent configurations, or connected data to train AI or machine learning models — ours or any third party’s — except with your explicit, separately obtained written consent.

8.4 Data Portability

Upon request, we will provide a machine-readable export of your Agent configurations within 30 days. Meeting transcript data can be exported from your dashboard while your account is active.

8.5 Post-Termination Deletion

Upon account closure, we will delete your personal data and content within 30 days, except where we are required by law to retain it (e.g., tax and financial records, litigation holds) or where anonymized, aggregated analytics cannot be attributed to you.

9. Third-Party Integrations & Platform Compliance

The Service integrates with third-party platforms (including Google Meet, ElevenLabs, Google Drive, Notion, Airtable, HubSpot, Slack, Confluence, Zapier, Make, and others). You acknowledge that:

• Your use of connected platforms is governed by those platforms’ own terms and policies.
• By connecting a data source, you represent you have lawful authority to grant the Service access to that source and all data within it.
• We are not responsible for outages, changes, or policy shifts by third-party platforms that affect Service functionality.
• Google Meet has terms governing automated participants and bots. You are solely responsible for ensuring your use of CoAgentor complies with those terms. We make no representation that our integration is currently permitted or will remain permitted under that platform’s terms. References to Zoom or Microsoft Teams in any prior version of these Terms were illustrative only; CoAgentor does not currently offer native integrations with those platforms.
• ElevenLabs voice synthesis is subject to ElevenLabs’ terms. We pass only the minimum data necessary for voice generation.

We are not liable for any loss, damage, or liability arising from third-party platform changes, outages, or enforcement actions against your account on those platforms.

10. Intellectual Property

The Service, its software, design, trademarks (“CoAgentor,” “Don’t Meet Alone,” and associated marks), and all related documentation are the property of Niche Nudge LLC and are protected by US and international intellectual property laws. These Terms grant no ownership rights in the Service or our intellectual property.

You may not: (a) copy, reproduce, or create derivative works of the Service; (b) reverse engineer, decompile, or disassemble any part of the Service; (c) remove or alter proprietary notices; (d) use our trademarks without written permission; or (e) use the Service to build a competing product or scrape Service data for commercial purposes.

DMCA / Copyright: If you believe content accessible through the Service infringes your copyright, send a DMCA notice to [email protected] with: (1) identification of the copyrighted work; (2) identification of the infringing material; (3) your contact information; (4) a good-faith belief statement; and (5) a statement of accuracy under penalty of perjury.

11. Feedback License

If you submit feedback, suggestions, bug reports, or ideas about the Service (“Feedback”), you grant Niche Nudge LLC a perpetual, irrevocable, royalty-free, worldwide license to use, reproduce, modify, and incorporate that Feedback into the Service or any other product, without compensation or attribution to you. You represent that any Feedback you submit does not contain confidential information belonging to a third party.

12. Prohibited Industries & Regulated Use

The Service is not designed, certified, or approved for use in safety-critical or highly regulated contexts. You may not use the Service as a primary decision-making tool in:

• Healthcare / HIPAA: CoAgentor is not a HIPAA Business Associate and does not currently execute Business Associate Agreements (“BAA”). You must not use the Service to process Protected Health Information (“PHI”) as defined under HIPAA. Business plan customers may contact us to inquire about BAA availability; no BAA is in effect absent a separately executed written agreement.
• Financial regulation: Agent outputs are not investment advice, securities recommendations, or FINRA/SEC-regulated communications. Do not use Agent outputs as the basis for regulated financial disclosures.
• Legal proceedings: Agent outputs are not legal advice and are not admissible as expert testimony. Do not use transcripts as legal records without attorney review.
• Child-directed services: Do not deploy Agents in meetings or services directed at children under 13 (COPPA) or under 16 (GDPR). The Service may not be used to process personal data of minors.
• Critical infrastructure: Do not use the Service to make or inform real-time decisions affecting public safety, utilities, emergency services, or critical infrastructure.

13. Indemnification

You agree to defend, indemnify, and hold harmless Niche Nudge LLC and its members, managers, officers, employees, contractors, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising from or relating to:

• Your use of or access to the Service;
• Your violation of these Terms, the AUP, or any applicable law or regulation;
• Your failure to obtain legally required consent from meeting participants;
• Any content you upload, configure, or cause Agents to generate or transmit;
• Your access to or use of connected third-party data sources;
• Any claim by a meeting participant arising from an Agent’s presence or actions in a meeting you organized;
• Your violation of any third party’s intellectual property, privacy, or other rights; or
• Your misrepresentation of authority to bind a legal entity under Section 1.

We reserve the right to assume exclusive control of any matter subject to indemnification at our expense, in which case you will cooperate fully with our defense. You may not settle any such claim without our prior written consent if the settlement imposes any obligation or restriction on us.

14. Disclaimers of Warranty

15. Limitation of Liability

16. Dispute Resolution & Binding Arbitration

Informal Resolution First. Before initiating arbitration or any legal proceeding, you agree to contact us at [email protected] with a written description of the dispute and your desired resolution. We will attempt to resolve the dispute informally within 30 days of receipt. Either party may commence arbitration if informal resolution has not occurred within 45 days of the initial notice.

Binding Arbitration. If informal resolution fails, all disputes arising out of or relating to these Terms or the Service shall be resolved by final and binding arbitration administered by the American Arbitration Association (“AAA”) under its Consumer or Commercial Arbitration Rules (as applicable), rather than in court. The arbitration shall be conducted in English. Proceedings shall take place by videoconference by default; in-person proceedings may be requested and will be held in Delaware unless the arbitrator determines that a different location is necessary to avoid undue hardship. AAA filing fees and arbitrator fees shall be allocated per AAA rules; for consumer disputes where the AAA Consumer Rules apply, Niche Nudge LLC shall pay all AAA filing fees and arbitrator costs beyond the initial filing fee paid by you. The arbitrator’s award shall be final and binding, and judgment may be entered in any court of competent jurisdiction.

Exceptions. Either party may seek injunctive or other equitable relief in a court of competent jurisdiction for: (a) actual or threatened intellectual property infringement; (b) unauthorized access to or misuse of the Service; or (c) violation of the AUP causing or threatening to cause irreparable harm.

Small Claims. Either party may bring qualifying claims in small claims court in lieu of arbitration.

Opt-Out. You may opt out of binding arbitration within 30 days of first accepting these Terms (or within 30 days of any material amendment to this Section) by emailing [email protected] with “ARBITRATION OPT-OUT” in the subject line and your account email address. Opting out does not affect any other provision of these Terms.

17. Class Action Waiver

18. Governing Law & Jurisdiction

These Terms are governed by the laws of the State of Delaware, USA, without regard to its conflict-of-laws principles. For any matter not subject to arbitration, you consent to exclusive personal jurisdiction and venue in the state and federal courts located in Delaware. The UN Convention on Contracts for the International Sale of Goods does not apply.

EU/UK Users: Nothing in these Terms limits your rights under applicable EU or UK consumer protection legislation, including the right to bring claims before your local courts, any applicable statutory cooling-off rights, or mandatory rights under the EU Digital Services Act, Consumer Rights Directive, or UK Consumer Rights Act 2015.

19. Termination

By you: You may close your account at any time by contacting [email protected] or through your account settings page. Termination does not entitle you to a refund except as provided in Section 4.4. Upon your request, we will provide an export of your Agent configurations before closing the account.

By us — for cause: We may suspend or terminate your access immediately and without prior notice for: material violation of these Terms or the AUP; fraudulent, abusive, or illegal activity; non-payment after the grace period in Section 4.2; or any conduct we reasonably determine causes imminent harm to the Service, other users, or third parties.

By us — without cause: We may terminate your account for any other reason upon 30 days’ written notice to the email address on your account. In such cases, if you are a paid subscriber, we will refund a prorated portion of any prepaid fees for the unused portion of the current billing period.

Effect of termination: Upon termination, all licenses granted to you end immediately. Your data will be handled per Section 8.5. Sections 6, 7, 8.3, 10, 11, 13, 14, 15, 16, 17, 18, and 23 survive termination.

20. Export Controls

The Service may be subject to US export control laws, including the Export Administration Regulations (EAR) and OFAC sanctions regulations. You may not access or use the Service if you are: (a) located in a US-embargoed country or territory; (b) on the US Treasury Department’s Specially Designated Nationals (SDN) list or any other applicable restricted-party list; or (c) otherwise prohibited from receiving US exports. You represent and warrant that these restrictions do not apply to you and that you will not access or use the Service in violation of any export or sanctions law.

21. Force Majeure

Neither party will be liable for any failure or delay in performance under these Terms to the extent caused by circumstances beyond that party’s reasonable control, including but not limited to: acts of God; natural disasters; pandemic or epidemic; war, terrorism, or civil unrest; governmental action or regulation; internet or telecommunications outages; or failures, outages, or policy changes by third-party service providers on which the Service depends, including without limitation meeting platform providers (such as Google Meet, Zoom, Microsoft Teams, or Webex), AI model providers (such as Anthropic, OpenAI, Google DeepMind, or Mistral), voice synthesis providers (such as ElevenLabs, Amazon Polly, Microsoft Azure Cognitive Services, or Google Cloud TTS), meeting infrastructure and bot providers (such as Recall.ai, Veritone, or similar), cloud infrastructure providers (such as Amazon Web Services, Google Cloud, Microsoft Azure, or Cloudflare), database and authentication providers (such as Supabase, Firebase, PlanetScale, or Neon), payment processors (such as Stripe, Braintree, or Adyen), or calendar and productivity platforms (such as Google Workspace, Microsoft 365, or Notion); or cyberattacks not attributable to the non-performing party’s negligence. The affected party must notify the other party promptly and use reasonable efforts to resume performance. This Section does not excuse payment obligations.

22. Security Incident Notification

In the event of a security incident that we determine involves unauthorized access to your personal data and that requires notification under applicable law (including GDPR Art. 33–34, US state breach-notification statutes, or equivalent legislation), we will notify you without undue delay and, where required, within the timeframes mandated by applicable law. Notification will be made to the email address associated with your account. You are responsible for keeping your account email address current.

You agree to notify us immediately at [email protected] if you become aware of any unauthorized access to the Service or any data processed through it.

23. General Provisions

• Entire Agreement: These Terms, together with the AUP, Privacy Policy, and Cookie Policy, constitute the entire agreement between you and Niche Nudge LLC regarding the Service and supersede all prior agreements, representations, and understandings.
• Severability: If any provision is found unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions continue in full force.
• Waiver: Our failure to enforce any provision is not a waiver of our right to enforce it later.
• Assignment: You may not assign these Terms or your account without our prior written consent. We may assign these Terms without your consent in connection with a merger, acquisition, sale of substantially all of our assets, or corporate reorganization, provided that the assignee assumes all obligations under these Terms and the Privacy Policy. We will notify you of any such assignment by posting updated Terms or emailing you within 30 days.
• Notices: Legal notices to Niche Nudge LLC must be sent in writing to the address listed in Section 25 and will be effective upon confirmed receipt. Notices to you will be sent to the email address on your account and are effective when sent, provided they are not bounced.
• No Third-Party Beneficiaries: These Terms do not create any third-party beneficiary rights.
• Headings: Section headings are for convenience only and have no legal effect.
• Language: These Terms are written in English. Any translated version is provided for convenience only; the English version controls in the event of conflict.

24. Changes to These Terms

We may update these Terms from time to time. For material changes, we will provide at least 14 days’ advance notice by email to the address on your account and by posting a notice on our website. Non-material changes (such as typographical corrections, reorganization, or clarifications that do not reduce your rights) may be made without advance notice but will be reflected in the updated effective date above.

Your continued use of the Service after the effective date of any change constitutes your acceptance of the revised Terms. If you do not agree to a material change, you must stop using the Service before the change becomes effective; paid subscribers who cancel within the notice period due to a material change will receive a prorated refund of prepaid fees.

25. Contact

For general inquiries: [email protected]

For legal notices (Section 23): Niche Nudge LLC, Attn: Legal, [registered address], Delaware, USA. Email: [email protected] — subject line “Legal Notice.”

For privacy and data requests: [email protected] — subject line “Privacy Request.”

For security disclosures: [email protected] — subject line “Security Disclosure.”