Last Updated: September 29, 2025
1. Introduction
Proactifi, Inc. (together with its subsidiaries, divisions and brands, “Company,” “we,” “us,” or “our”) operates the website located at www.bellagent.ai (the "Website") and provides the Bellagent AI Agent Builder platform, related integrations, subscription plans, and other add‑on services (collectively, the “Services”). These Terms of Service (these “Terms”), together with any documents they expressly incorporate by reference, including our Privacy Policy, as well as any separate purchase order or order form, statement of work, or quote that you have agreed to, govern your access to and use of the Services.
By clicking “I agree,” when this option is made available to you and/or by registering, accessing or using the Services, you (a) accept these Terms on behalf of yourself or the entity you represent (“Customer,” “you,” or “your”) are a legally binding contract and (b) represent and warrant that you have authority to bind that entity. The Services are for business or commercial use only.
If you do not agree to these Terms, do not access or use or otherwise interact with the Services.
2. Key Definitions
Aggregated Statistics: Anonymized and de‑identified information compiled from use of the Services, which does not identify Customer or any individual.
AI Input: Prompts, data, text, images, code, content, or other materials you or your Authorized Users submit to the Services.
AI Output: Content generated by or returned from the Services in response to AI Input.
AI Technology: Machine learning and other artificial intelligence technologies (including LLMs) used by or integrated into the Services.
Authorized User: An individual you permit to access the Services under your subscription.
Company IP: The Services, software, models (excluding third‑party model assets), documentation, integrations, templates, Company data, Aggregated Statistics, and all improvements and derivatives thereof.
Confidential Information: Defined in Section 9.
Customer Data: Data or content submitted by or for Customer or its Authorized Users to the Services (including AI Input and AI Output). Customer Data excludes Aggregated Statistics and Company IP.
Documentation: End user documentation provided by Company for the Services.
Order: An order form, online order, quote, SOW, or other ordering document referencing these Terms and describing the Services, quantities, pricing, term, and any add‑ons.
Third‑Party Products: Third‑party services, software, data, content, or AI Technology accessible via or integrated with the Services.
3. Acceptance; Eligibility
These Terms take effect as of the earliest of (a) your account registration, (b) your first use or access to the Services, or (c) you executed an Order that incorporates these Terms (such earliest date, the "Effective Date"). The Services are offered and available only to persons 18 years or older. 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 such entity and its affiliates to the Terms.
4. Access and Use
License. Subject to your timely payment of Fees and compliance with these Terms, Company grants you a non‑exclusive, non‑transferable (except under Section 26) right for Authorized Users to access and use the Services during the Term, solely for your internal business purposes.
Restrictions. You will not (and will not permit others to) use the Services for any purposes beyond the scope of the access granted in these Term. You shall not (and shall not permit others, including any Authorized User to) at any time, directly or indirectly: (i) copy, modify, create derivative works, disassemble, reverse engineer or decode the Services, (ii) reproduce training data, engage in model extraction or otherwise attempt to derive or gain access to any source code, algorithm, model, model weights and parameters, or other underlying AI Technology or component of the Services, in whole or in part; (iii) build a competing service or train, fine‑tune, or improve other AI models with the Services or AI Output; (iv) rent, resell, sublicense, or otherwise provide or make available the Services to third parties (except as permitted in an Order); (v) remove proprietary notices; (vi) access the Services in excess of purchased quantities/limits; or (vii) use web scraping, data harvesting or any other method to extract data from the Services.
Accounts & Security. You are responsible and liable for account credentials and all activities and uses of the Services under your accounts. You are responsible for keeping your passwords and access credentials associated with the Services confidential. You shall not sell or transfer them to any other person or entity. You shall promptly notify us about any unauthorized access to your passwords or access credentials.
5. Subscription, Fees, Taxes, and Renewal
Plans; Add‑Ons. Service tiers (e.g., Pilot, Starter, Pro, Business) and add‑ons (e.g., additional users, templates, credits, integrations, implementation) may be offered as set out in your Order.
Fees. Fees are as stated in your Order and exclude taxes. You authorize recurring charges to your payment method for each billing period.
Auto‑Renewal; Cancellation. Subscriptions automatically renew for successive terms equal to the initial subscription term unless either party gives notice of non‑renewal at least 30 days before the end of the then‑current term. Cancellation takes effect at the end of the current term. No refunds of prepaid amounts except where required by law.
Late Payments. Overdue amounts may accrue 1.5% per month (or the maximum permitted by law). You will reimburse reasonable collection costs.
Taxes. You are responsible for all applicable taxes, duties, and government charges (excluding Company’s income taxes).
6. AI Technology; Outputs; Human Oversight
The Company does not guarantee (and you should not assume) the accuracy of any AI Output. AI Output may be inaccurate, non‑unique, or biased. AI Output may be the same or similar to output generated for other users. Other users may use similar AI Input and receive the same, similar, or different responses.
You are solely responsible for any AI Input or content you provide in connection with the Services. You are solely responsible for (i) evaluating (including by human review) AI Output for accuracy, completeness, and other factors relevant to your use before using, distributing, or relying on the AI Output and (ii) your decisions, actions, and omissions in reliance or based on the AI Output. Company disclaims liability for decisions made or actions taken based on AI Output.
Third‑Party Terms. Use of certain features requires compliance with applicable third‑party terms (e.g., AI model or integration providers). You agree to such pass‑through terms as updated from time to time.
Training and Improvements. By default, Company does not use Customer Data to train or improve models underlying the Services. Company may use Aggregated Statistics to operate, secure, and improve the Services. You may optionally opt‑in (via Order or written consent) to permit limited use of de‑identified Customer Data to improve Service features; such opt‑in can be withdrawn prospectively.
7. Acceptable Use; High‑Risk Use
You will not use the Services: (a) in violation of law (including privacy, export, sanctions, or anti‑corruption laws); (b) to infringe IP or privacy rights; (c) to deceive or impersonate; (d) to generate or distribute harmful, harassing, violent, or obscene content; (e) for automated decision‑making with legal or similarly significant effects on individuals; (f) for unlawful surveillance or discrimination; (g) for high‑risk or regulated uses without written approval (including clinical/diagnostic healthcare, financial advice, credit, insurance underwriting, employment/education decisions, critical infrastructure, weapons); or (h) to exceed usage limits or abuse rate limits.
We may monitor your use of the Services to evaluate your compliance with these Terms and to investigate any suspected or reported violation by you or your Authorized Users. In addition to our rights under these Terms, if we, in our sole discretion, determine that you have violated this section, we may terminate or suspend your access to all or part of the Services and take appropriate legal action, including without limitation, referral to law enforcement or any authority, for any illegal or unauthorized use of the Services. YOU WAIVE AND HOLD HARMLESS THE COMPANY FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY THE COMPANY DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY THE COMPANY OR LAW ENFORCEMENT OR OTHER AUTHORITIES.
8. Third‑Party Products and Integrations
Third‑Party Products are subject to their own terms. Company is not responsible for the performance, availability, security, or content of Third‑Party Products. Enabling an integration authorizes Company to exchange relevant data with the third party to provide the integration.
9. Confidential Information
Each party will protect the other’s non‑public information disclosed in connection with the Services and marked or reasonably understood as confidential (“Confidential Information”). Company IP and the terms of these Terms are Company’s Confidential Information. Customer Data is Customer’s Confidential Information. Confidential Information excludes information that is (i) at the time of disclosure, publicly available, (ii) at the time of disclosure, already known without duty of confidentiality, (iii) independently developed, or (iv) rightfully received from a third party. A party may disclose Confidential Information as required by law with reasonable prior notice (if legally permitted). Trade secret obligations survive while information remains a trade secret; all other confidentiality obligations last five (5) years from disclosure.
10. Privacy; Data Protection
Use of the Services is subject to our Privacy Policy (incorporated by reference), available on the Proactifi website. Where required by law or requested by Customer, the parties may enter into a data processing addendum (DPA) governing personal data processing, which will control to the extent of conflict with these Terms regarding such processing. Company is not a Business Associate and the Services are not designed for HIPAA‑regulated data unless expressly agreed in writing.
11. Ownership; License to Customer Data
As between the parties, Customer owns Customer Data. Customer grants Company a non‑exclusive, worldwide, royalty‑free license to host, copy, transmit, display, and process Customer Data to provide and support the Services and as otherwise permitted by these Terms. As between the parties, Company owns Company IP. Company reserves all rights not expressly granted to Customer in these Terms. Except for the limited rights and licenses expressly granted under these Terms, nothing in these Terms grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party, any intellectual property rights or other right, title, or interest in or to the Company IP or Third-Party Products.
12. Aggregated Statistics
Company may collect and use Aggregated Statistics for operating, improving, benchmarking, and public reporting regarding the Services. As between the Company and Customer, all right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by the Company. You agree that the Company may use and make publicly available Aggregated Statistics to the extent and in the manner permitted under applicable law.
13. Feedback
All Feedback is and will be treated as non-confidential. Feedback is voluntary and may be used by Company without restriction or attribution. You assign to Company all right, title, and interest in Feedback, and we are free to use the Feedback without any compensation to you or any third party.
14. Availability; Maintenance; Changes
We may periodically schedule system downtime for maintenance and other purposes, and the Services may be unavailable due to unplanned system outages or circumstances outside of our control. We shall have no liability to any user or third party whatsoever for the resulting unavailability of the Services, or for any loss of data or transactions caused by planned or unplanned system outages, or for the resultant delay, misdelivery, or non-delivery of information caused by such system outages.
We reserve the right to terminate, withdraw, or amend the Services or any portion thereof, including any product, service, or material we provide on or through the Services, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Services is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Services, or to the Services altogether.
15. Beta/Trial Features
We may offer a feature in beta (“Beta”). Beta is provided AS IS without support or SLA and may be modified or discontinued at any time. You assume all risk for Beta use.
Your subscription may include a free trial. Availability of a free trial is not guaranteed and, if one is available, is only available on the specified terms of the free trial. Eligibility for free trials may vary based on factors. We may also offer, in our sole discretion, promotions subject to promotional terms disclosed during your registration or in other materials provided to you. During any trial period, the Services are provided AS IS without support or SLA. You assume all risk for use during the trial period.
16. Potential Errors
We attempt to provide the most recent, accurate, and reliable information on our Services. However, there may be occasions when information featured on our Services may contain typographical errors, incomplete data, inaccuracies, or items featured on the Services that are no longer available, or errors may appear from time to time as a result of user-generated content. We do not warrant that the information accessible via the Services is accurate, complete, or current. Any errors are unintentional, and we apologize if erroneous information is reflected on the Services. We reserve the right to correct errors and to update the Services at any time, but we are under no obligation to update the Services or any related content.
17. Warranties; Disclaimer
You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Services will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our Services for any reconstruction of any lost data.
TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE SERVICES OR ANY PRODUCTS, SERVICES, OR ITEMS OBTAINED THROUGH THE SERVICES OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY APP OR WEBSITE LINKED TO IT.
The Company does not assume any liability for the materials, information, opinions, and other related content provided on, or available through, the Services. Reliance on the Services or any related content is solely at your own risk. The Company disclaims any liability for injury or damages resulting from use of the Services, any portion of the Services, or the related content.
YOUR USE OF THE SERVICES, RELATED CONTENT, AND ANY PRODUCTS, SERVICES, OR ITEMS OBTAINED THROUGH THE SERVICES IS AT YOUR OWN RISK. THE SERVICES, RELATED CONTENT, AND ANY PRODUCTS, SERVICES, OR ITEMS OBTAINED THROUGH THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE SERVICES OR RELATED CONTENT. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE SERVICES, RELATED CONTENT, OR ANY PRODUCTS, SERVICES, OR ITEMS OBTAINED THROUGH THE SERVICES WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SERVICES OR THE SERVER THAT MAKE THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE SERVICES OR ANY PRODUCTS, SERVICES, OR ITEMS OBTAINED THROUGH THE SERVICES WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.
TO THE FULLEST EXTENT PROVIDED BY LAW, THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.
YOU ACKNOWLEDGE THAT, GIVEN THE NATURE OF THE SERVICES AND AI TECHNOLOGY, AI OUTPUT (I) MAY BE INACCURATE, MISLEADING, BIASED, OR OFFENSIVE, (II) MAY BE THE SAME AS OR SIMILAR TO AI OUTPUT THE SERVICES GENERATE FOR OTHER CUSTOMERS, (III) MAY NOT QUALIFY FOR INTELLECTUAL PROPERTY PROTECTION, AND (IV) MAY BE SUBJECT TO THIRD PARTY TERMS, INCLUDING, AS APPLICABLE, OPEN SOURCE LICENSES, AND (V) DO NOT NECESSARILY REFLECT, AND MAY BE INCONSISTENT WITH, THE COMPANY’S AND THIRD-PARTY PROVIDERS’ VIEWS.
THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
18. Indemnification
By Customer. You will indemnify, hold harmless and, at the Company's option, defend the Company (and officers and directors) from claims, losses, liabilities and other expenses of whatever kind (including reasonable attorneys’ fees) arising from: (a) Customer Data or your use of the Services; (b) your (or your Authorized Users) violation of these Terms, (c) actual or alleged infringement or misappropriation by Customer Data; or (c) your products or services and your end‑users.
By Company (IP). Company will defend Customer against third‑party claims alleging that the Services (as provided by Company and used according to these Terms) infringe a U.S. patent, copyright, or trademark, and will pay resulting direct damages finally awarded by a court or agreed in settlement. Company’s obligations do not apply to claims arising from: (i) Customer Data; (ii) combinations with products or data not provided by Company; (iii) use after Company notifies Customer to stop due to a claim; or (iv) Beta. If an infringement claim arises, Company may procure rights, modify the Services, or terminate the affected Services with a prorated refund for the unused prepaid portion. This Section states Company’s sole liability and Customer’s exclusive remedy for IP infringement claims.
19. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY (NOR ITS AFFILIATES OR OFFICERS OR DIRECTORS) WILL BE LIABLE UNDER OR IN CONNECTION WITH THESE TERMS OR THE SERVICES UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, FOR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES; LOSS OF PROFITS, REVENUE, GOODWILL, OR DATA; OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY.
EXCEPT AS PROHIBITED BY LAW, IN NO EVENT WILL THE COMPANY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE EXCEED THE TOTAL AMOUNTS PAID TO THE COMPANY UNDER THESE TERMS IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM OR $100, WHICHEVER IS GREATER.
CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.
20. Term; Suspension; Termination
These Terms begin on the Effective Date and continues until terminated (the "Term"). Services that are specified to automatically renew will renew pursuant to Section 5 unless earlier terminated pursuant to these Terms’ express provisions or either party gives the other party written notice of non-renewal at least thirty (30) days prior to the expiration of the then-current subscription period.
Notwithstanding anything to the contrary in these Terms, the Company may temporarily suspend Customer's and any other Authorized User's access to any portion or all of the Services if: (i) the Company reasonably determines that (A) there is a threat or attack on any of the Company IP; (B) Customer's or any other Authorized User's use of the Company IP disrupts or poses a security risk to the Company IP, to the Company, or to any other customer or vendor of the Company; (C) Customer or any other Authorized User is using the Company IP for fraudulent or illegal activities; (D) subject to applicable law, Customer has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; (E) the Company’s provision of the Services to Customer or any other Authorized User is prohibited by applicable law; or (F) Customer is using the Services in material violation of these Terms; (ii) any vendor of the Company has suspended or terminated the Company’s access to or use of any third-party services or products required to enable Customer to access and use the Services; or (iii) in accordance with Section 5 (any such suspension described in subclause (i), (ii), or (iii), a "Service Suspension"). The Company shall use commercially reasonable efforts to provide written notice of any Service Suspension to Customer and to provide updates regarding resumption of access to the Services following any Service Suspension. The Company shall use commercially reasonable efforts to resume providing access to the Services as soon as reasonably possible after the event giving rise to the Services Suspension is cured. The Company will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Customer or any other Authorized User may incur as a result of a Service Suspension.
In addition to any other express termination right set out in these Terms, the Company may terminate these Terms for any reason upon thirty (30) days’ advance notice. Either party may terminate these Terms, effective on written notice to the other party, if the other party materially breaches these Terms, and such breach: (A) is incapable of cure; or (B) being capable of cure, remains uncured thirty (30) days after the non-breaching party provides the breaching party with written notice of such breach. Either party may terminate these Terms, effective immediately upon written notice to the other party, if the other party: (A) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (B) files, or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (C) makes or seeks to make a general assignment for the benefit of its creditors; or (D) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.
Upon expiration or termination of these Terms, Customer shall immediately discontinue use of the Company IP. No expiration or termination of these Terms will affect Customer's obligation to pay all Fees that may have become due before that expiration or termination, or entitle Customer to any refund.
Your obligations to the Company and its affiliates and third-party service providers relating to your use of the Services prior to termination shall continue after termination. This Section 21 and any provisions of these Terms regarding the content restrictions and limitations, disclaimers, indemnification, liability limitations, and any right, obligation, or required performance of the parties in these Terms which, by its express terms or nature and context is intended to survive termination of these Terms, will survive termination.
21. Changes to Terms
We reserve the right to change these Terms in our sole discretion without advance notice. Changes to these Terms become effective on the date when the updated Terms are published on the Services. Your continued use of the Services after we revise the Terms means you accept such revisions with the date of update noted above and agree to abide and be bound by the most recent version of the Terms, so please check this page periodically for updates.
22. Export; Sanctions; Anti‑Corruption
You will comply with U.S. and applicable international export, re‑export, and sanctions laws and will not permit access to the Services by prohibited persons or in prohibited regions. You will comply with anti‑corruption and anti‑bribery laws.
23. Government Rights
The Services and Documentation are “commercial products” under FAR/DFARS. Government use is subject to the restrictions in 48 C.F.R. §2.101 and §12.212, and 48 C.F.R. §227.7201–§227.7204, as applicable.
24. Governing Law; Dispute Resolution
All matters relating to the Services or these Terms, and any dispute or claim related thereto shall be governed by and construed in accordance with the internal laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Delaware.
Arbitration; Class Waiver. Any dispute arising out of or relating to these Terms or the Services will be resolved by binding arbitration administered by JAMS under its Streamlined Rules. The seat of arbitration will be Chicago, Illinois, and the language will be English. YOU AND COMPANY WAIVE ANY RIGHT TO A JURY TRIAL OR TO PARTICIPATE IN A CLASS ACTION. Either party may seek injunctive relief in a court of competent jurisdiction in Cook County, Illinois to protect IP or Confidential Information.
25. Order of Precedence; Entire Agreement; Notices
Precedence. In case of conflict: (1) an executed DPA (for data processing only), (2) an Order (including any SLA or SOW referenced therein), then (3) these Terms, then (4) Documentation.
These Terms, together with Orders and incorporated policies/addenda, constitute the entire agreement. Notices to Company must be sent to bellagent@proactifi.com with a copy to: Proactifi, Inc. (Bellagent), 1164 W Madison Street, Suite 520, Chicago, IL 60607.
26. Assignment; Subcontracting
You may not assign these Terms without Company’s prior written consent, except to a successor in interest in connection with a merger, reorganization, or sale of substantially all assets, provided the assignee is not a competitor and assumes all obligations. Company may assign or subcontract in its discretion and remains responsible for subcontractors.
27. Miscellaneous
No waiver will be implied by a party’s failure to enforce rights. If any provision is unenforceable, it will be modified to the minimum extent necessary to be enforceable without affecting the remaining provisions. Nothing herein creates an agency, partnership, or joint venture. Headings are for convenience only.
28. Contact
Proactifi, Inc. (Bellagent)
Mail: 220 N Green Street, Unit 365 Chicago, IL 60607
Phone: (847) 409-0762
Email: support@bellagent.ai
