Please read these Terms carefully. Section 18 contains a binding arbitration agreement and class action waiver that affect how disputes are resolved. You may opt out of arbitration within 30 days as described in Section 18.
1. Agreement to these Terms
These Terms of Service ("Terms") are a binding agreement between you and Carbonium Labs, LLC ("Carbonium Labs," "we," "us," or "our"), the company that provides AgenText. They govern your access to and use of the agentext.app website, the AgenText web portal, the AgenText Cloud API, MCP server, and webhooks, the AgenText Messenger Android app, and any related services (together, the "Service").
By creating an account, linking a phone, using an API key, or otherwise using the Service, you agree to these Terms and to our Privacy Policy. If you use the Service on behalf of a company or other organization, you represent that you have authority to bind that organization, and "you" refers to that organization. If you do not agree, do not use the Service.
2. The Service
AgenText connects an Android phone running AgenText Messenger to your AgenText account so that software you authorize — including AI agents, automations, and your own applications ("Agents") — can send and receive SMS messages through that phone.
- Messages travel over your mobile plan. SMS messages are sent and received by the linked phone through its mobile carrier. We are not a telecommunications carrier or messaging provider. Your carrier's terms, limits, and charges apply, and you are responsible for them.
- Delivery is not guaranteed. Message delivery depends on the phone, its battery and connectivity, the carrier, and the recipient. We do not guarantee that any message will be sent, delivered, or delivered within any timeframe.
- The bridge is under the phone owner's control. The API Bridge is off by default and can be turned off or unlinked on the phone at any time. While it is enabled, the phone forwards incoming SMS messages (other than those filtered by the app's block rules) to your account.
- We may change the Service. We may add, modify, or remove features at any time. If we remove a material paid feature, we will give reasonable advance notice where practicable.
3. Eligibility and accounts
You must be at least 18 years old and able to form a binding contract to use the Service. The Service is intended for business and professional use.
You are responsible for keeping your sign-in methods, API keys, device credentials, and webhook secrets confidential, and for all activity that occurs under your account, including all actions taken by your Agents and by anyone using your API keys. Notify us promptly at privacy@agentext.app if you believe your account or credentials have been compromised. You may revoke API keys and linked devices at any time in the portal.
You may only link a phone and phone number that you own or are authorized to use for this purpose. If the phone owner is someone other than you (for example, an employee), you are responsible for obtaining their informed permission.
4. Your messaging responsibilities
You, not Carbonium Labs, decide who your Agents text, what they say, and when. You are solely responsible for all messages sent or received through your account and for complying with all laws, regulations, and industry rules that apply to them, including, as applicable:
- the Telephone Consumer Protection Act (TCPA) and its implementing regulations, the Telemarketing Sales Rule, and state telemarketing, "mini-TCPA," and anti-spam laws;
- consent, opt-out, quiet-hours, and identification requirements, including honoring "STOP" and similar opt-out requests promptly;
- the California Bolstering Online Transparency (B.O.T.) Act and similar laws that require disclosing when a person is communicating with an automated system;
- privacy, data protection, and electronic communications laws (including the GDPR and the ePrivacy rules where they apply); and
- your mobile carrier's acceptable use policies and applicable industry guidelines, such as the CTIA Messaging Principles and Best Practices.
You represent and warrant that you have obtained, and will maintain records of, all consents and permissions legally required for the messages your Agents send. Carriers may filter, block, or suspend phone numbers they believe are sending unwanted or high-volume messages; we are not responsible for any such action. The Service is designed for conversational and transactional messaging, not bulk marketing.
You are responsible for the configuration, instructions, and outputs of your Agents. AI systems can make mistakes, and you should monitor your Agents and review what they send.
5. Acceptable use
You will not, and will not permit any Agent or other person to:
- send spam, unsolicited bulk messages, or messages to people who have not consented or who have opted out;
- send content that is unlawful, fraudulent, deceptive, harassing, threatening, defamatory, obscene, or that infringes anyone's rights, including phishing or impersonation;
- use the Service for illegal gambling, illegal drugs, or other unlawful goods or services, or for debt collection or lending activities in violation of applicable law;
- use the Service to surveil, track, or intercept the communications of anyone without legally required consent;
- rely on the Service for emergency communications or to contact emergency services;
- access the Service by automated means other than our published APIs, exceed or circumvent rate limits or usage restrictions, or interfere with or disrupt the Service or its infrastructure;
- probe, scan, or test the vulnerability of the Service, or breach security or authentication measures, except with our prior written permission;
- reverse engineer, decompile, or attempt to derive the source code of the AgenText Cloud (this does not limit your rights under any open source license, see Section 12);
- resell, sublicense, or provide the Service to third parties as a service bureau without our written permission; or
- use the Service to build a competing product, or to benchmark the Service for publication without our consent.
We may investigate suspected violations and take any action we consider appropriate, including removing content, rate-limiting, suspending, or terminating access, and cooperating with law enforcement or carriers.
6. Your content
"Customer Content" means the data you or your Agents submit to or receive through the Service, including message bodies, phone numbers of the people you communicate with, message metadata, device names, and webhook configurations. As between you and us, you own your Customer Content.
You grant Carbonium Labs and its service providers a worldwide, non-exclusive, royalty-free license to host, store, copy, transmit, process, and display Customer Content as reasonably necessary to provide, maintain, secure, and support the Service, to prevent fraud and abuse, to create De-identified Data under Section 7, and to comply with law. We do not sell Customer Content, and we do not use message content for advertising.
You represent that you have all rights and consents needed to provide Customer Content to us and to grant this license, and that our processing of it as described in these Terms and our Privacy Policy will not violate any law or anyone's rights.
7. Usage data and aggregated data
"Usage Data" means information about how the Service is accessed and used, such as feature usage, message counts and volumes, delivery statuses and error rates, device and app versions, connection uptime, API request metadata, performance metrics, and diagnostic logs. Usage Data does not include the body of your messages. We own Usage Data and may use it for any lawful purpose, including to operate, analyze, improve, and develop our products and services, for billing, security, and capacity planning, and to communicate with you, subject to our Privacy Policy and applicable law.
We may also create data that is de-identified or aggregated so that it does not identify you, any individual, or any device ("De-identified Data") from Usage Data and Customer Content. We own De-identified Data and may use and disclose it for any lawful purpose, during and after the term of these Terms, including for product development, research, benchmarking, and publishing statistics about the Service. We will maintain De-identified Data in de-identified form and will not attempt to re-identify it, except as permitted by law to test our de-identification processes.
Unless you tell us otherwise by emailing privacy@agentext.app, we may identify you by name and logo as an AgenText customer in our marketing materials.
8. Feedback
If you send us suggestions, ideas, or other feedback about the Service, you grant us a perpetual, irrevocable, worldwide, royalty-free, fully paid license to use and incorporate that feedback for any purpose, without obligation to you.
9. Data processing terms
This Section applies to personal data contained in Customer Content ("Customer Personal Data"). Our handling of account and Usage Data, for which we act as an independent controller or business, is described in our Privacy Policy.
9.1 Roles
For Customer Personal Data, you are the controller (or "business") and we are your processor (or "service provider" or "contractor") under applicable data protection laws, including the EU and UK General Data Protection Regulation ("GDPR") and the California Consumer Privacy Act, as amended ("CCPA"). You are responsible for having a lawful basis for the processing and for providing any required notices to, and obtaining any required consents from, the people whose data you send us.
9.2 Our commitments
For Customer Personal Data, we will:
- process it only on your documented instructions, which consist of these Terms and your configuration and use of the Service, unless required otherwise by law (in which case we will inform you unless the law prohibits it);
- ensure that personnel authorized to process it are bound by confidentiality obligations;
- implement appropriate technical and organizational security measures, as described in our Privacy Policy;
- taking into account the nature of the processing, provide reasonable assistance with data subject requests, data protection impact assessments, and consultations with supervisory authorities, to the extent you cannot reasonably fulfill them using the Service;
- notify you without undue delay after becoming aware of a personal data breach affecting it;
- delete it in accordance with our retention practices and, after termination, within a reasonable period unless retention is required by law; and
- make available information reasonably necessary to demonstrate compliance with this Section, which may take the form of responses to a reasonable written security questionnaire no more than once in any 12-month period, unless a supervisory authority requires otherwise.
9.3 CCPA service provider terms
We will not: (a) sell or share Customer Personal Data (as those terms are defined in the CCPA); (b) retain, use, or disclose it for any purpose other than the business purposes specified in these Terms, or outside the direct business relationship between you and us, except as permitted by the CCPA; or (c) combine it with personal information we receive from others, except as permitted by the CCPA. We will comply with applicable CCPA obligations, provide the same level of privacy protection the CCPA requires, and notify you if we determine we can no longer meet our obligations. You may take reasonable and appropriate steps to stop and remediate unauthorized use of Customer Personal Data.
9.4 Subprocessors
You authorize us to engage subprocessors to process Customer Personal Data. Our current subprocessors are listed in our Privacy Policy. We will impose data protection obligations on subprocessors that are no less protective than those in this Section and remain responsible for their performance. We will update the list before authorizing a new subprocessor. If you object to a new subprocessor on reasonable data protection grounds, you may terminate your use of the affected Service as your sole remedy.
9.5 International transfers
We process data in the United States. To the extent Customer Personal Data subject to the GDPR or similar laws is transferred to a country without an adequacy decision, the parties agree to the Standard Contractual Clauses approved by European Commission Decision 2021/914 (Module Two, or Module Three where you are a processor), with the UK International Data Transfer Addendum and Swiss-law adjustments where applicable, which are incorporated into these Terms by reference. For those clauses: Clause 7 does not apply; Clause 9 option 2 (general authorization) applies; the optional language in Clause 11 does not apply; Clauses 17 and 18 are governed by and resolved in the courts of Ireland; and the information required for the Annexes is set out in this Section 9 and our Privacy Policy.
9.6 Details of processing
Subject matter and duration: provision of the Service for the term of these Terms. Nature and purpose: hosting, transmitting, and processing SMS messages and related data to provide the Service. Data subjects: people who send or receive SMS messages through your linked phones, and your users. Categories of data: phone numbers, message content, timestamps, delivery information, and any personal data included in message content or metadata. Sensitive data: you should not use the Service to process special categories of personal data unless you have a lawful basis and have implemented appropriate safeguards.
10. Fees and free or beta features
Some parts of the Service may be offered free of charge and others for a fee. If you purchase a paid plan, you agree to pay the fees described at the time of purchase, you authorize us and our payment processor to charge your payment method on a recurring basis until you cancel, and you are responsible for applicable taxes. Except where required by law, fees are non-refundable. We may change our prices with at least 30 days' notice; changes take effect at your next billing period.
Free, trial, preview, and beta features are provided "as is," may have limits, and may be changed or discontinued at any time without liability.
11. Third-party services
The Service works with products and services that we do not control, including mobile carriers, Google sign-in, app stores, AI models and agent platforms, MCP clients, and the endpoints you configure for webhooks. Your use of those services is governed by their own terms, and we are not responsible for them. When you direct the Service to send data to a third party (for example, to your Agent or webhook endpoint), you are responsible for that third party's handling of the data.
12. AgenText Messenger and open source
AgenText Messenger is based on Fossify Messages and is distributed under the GNU General Public License, version 3 (GPLv3), together with other open source components under their own licenses. Your rights to use, copy, modify, and distribute the app's source code are governed by those licenses, and nothing in these Terms limits them. These Terms govern your use of the AgenText Cloud and your account. The AgenText Cloud service, portal, and API are proprietary to Carbonium Labs.
13. Our intellectual property
Except for Customer Content and rights granted under open source licenses, the Service and all related software, designs, documentation, and trademarks are owned by Carbonium Labs or its licensors. Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, revocable right to use the Service for your internal business purposes. "AgenText" and the AgenText logo are trademarks of Carbonium Labs, LLC. Android is a trademark of Google LLC.
14. Suspension and termination
You may stop using the Service at any time, and you can turn off the bridge, unlink phones, and revoke API keys whenever you like. To close your account, contact us at privacy@agentext.app.
We may suspend or terminate your access to all or part of the Service, with or without notice, if we reasonably believe that you have violated these Terms or the law, that your use creates security, legal, or operational risk, or harm to us, carriers, or others, that you have received carrier or recipient complaints, or that payment is overdue. We may also discontinue the Service or terminate free accounts for any reason with reasonable notice.
Upon termination, your right to use the Service ends, and we may delete your account and Customer Content in accordance with our retention practices. Sections 6 (license to the extent needed to wind down), 7, 8, 9 (for any data we retain), and 13 through 22 survive termination.
15. Disclaimers
To the maximum extent permitted by law, the Service is provided "as is" and "as available," without warranties of any kind, whether express, implied, or statutory, including implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. We do not warrant that the Service will be uninterrupted, timely, secure, or error-free, that messages will be delivered, or that any content, including content generated by AI agents, will be accurate or appropriate. You are responsible for the messages your agents send and for any decisions you make based on the Service.
16. Limitation of liability
To the maximum extent permitted by law, in no event will Carbonium Labs, its affiliates, or their members, managers, officers, employees, agents, or suppliers be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, goodwill, data, or business opportunities, or for the cost of substitute services, arising out of or relating to these Terms or the Service, however caused and under any theory of liability, even if advised of the possibility of such damages.
To the maximum extent permitted by law, our total liability arising out of or relating to these Terms or the Service will not exceed the greater of (a) the amounts you paid us for the Service in the 12 months before the event giving rise to the liability and (b) one hundred U.S. dollars (US $100).
These limitations apply even if a remedy fails of its essential purpose and form an essential basis of the bargain between you and us. Some jurisdictions do not allow certain exclusions or limitations, so some of the above may not apply to you.
17. Indemnification
You will defend, indemnify, and hold harmless Carbonium Labs and its affiliates, and their members, managers, officers, employees, and agents, from and against any claims, demands, losses, damages, fines, penalties, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) your Customer Content or any message sent or received through your account; (b) the actions of your Agents; (c) your violation of these Terms or of any law, including the TCPA and other telemarketing, messaging, and privacy laws; (d) your violation of any third party's rights; or (e) any dispute between you and a phone owner, recipient, or carrier. We may assume control of the defense of any matter at your expense, and you will cooperate with us.
18. Dispute resolution and arbitration
Informal resolution first. Before filing a claim, you and we each agree to try to resolve the dispute informally by sending a written notice describing the dispute and the relief requested. Your notice must be sent to privacy@agentext.app. If the dispute is not resolved within 60 days after the notice is received, either party may begin arbitration.
Binding individual arbitration. Except as provided below, any dispute, claim, or controversy arising out of or relating to these Terms or the Service will be resolved by final and binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules, or its Consumer Arbitration Rules if those rules apply, before a single arbitrator. The Federal Arbitration Act governs this Section 18. The arbitrator, and not any court, has exclusive authority to resolve disputes about the interpretation, applicability, or enforceability of this arbitration agreement, except as stated in the class action waiver below. The arbitration will take place in California or by video conference, and judgment on the award may be entered in any court of competent jurisdiction.
Class action waiver. You and we each agree that claims may be brought only in an individual capacity, and not as a plaintiff or class member in any purported class, collective, consolidated, or representative proceeding. The arbitrator may not consolidate claims or preside over any form of representative or class proceeding. If this class action waiver is found unenforceable as to a claim, that claim must be severed and decided by a court, not an arbitrator.
Exceptions. Either party may (a) bring an individual claim in small claims court if it qualifies, and (b) seek injunctive or other equitable relief in court to protect its intellectual property or to stop unauthorized use or abuse of the Service. To the extent a claim seeks public injunctive relief that cannot be waived under applicable law, that claim will be stayed and decided by a court after the arbitration of all other claims is complete.
Jury trial waiver. To the extent any claim proceeds in court rather than arbitration, you and we each waive the right to a jury trial.
30-day right to opt out. You may opt out of this arbitration agreement by emailing privacy@agentext.app with the subject line "Arbitration Opt-Out," your name, and the email address associated with your account, within 30 days after you first accept these Terms. Opting out does not affect any other part of these Terms.
19. Governing law and venue
These Terms and any dispute arising out of or relating to them or the Service are governed by the laws of the State of California, without regard to its conflict of laws rules, and, as to Section 18, by the Federal Arbitration Act. For any matter not subject to arbitration, you and we consent to the exclusive jurisdiction of the state and federal courts located in the State of California. Nothing in these Terms deprives a consumer of protections afforded by the mandatory laws of their country of residence.
20. Changes to these Terms
We may update these Terms from time to time. We will post the updated Terms on this page and update the "Last updated" date. If a change is material, we will provide reasonable advance notice, such as by email or in the portal, before it takes effect. Your continued use of the Service after the updated Terms take effect means you accept them. Changes to Section 18 will not apply to disputes that arose before the change was posted.
21. General
- Entire agreement. These Terms, together with our Privacy Policy and any order or plan terms you accept, are the entire agreement between you and us about the Service and supersede all prior agreements on that subject.
- Assignment. You may not assign or transfer these Terms without our prior written consent. We may assign these Terms without your consent, including in connection with a merger, acquisition, reorganization, or sale of assets.
- Force majeure. We are not liable for any delay or failure caused by events beyond our reasonable control, including carrier or network outages, power failures, natural disasters, or acts of government.
- Severability and waiver. If any provision is found unenforceable, it will be enforced to the maximum extent permissible and the rest of these Terms will remain in effect. Our failure to enforce a provision is not a waiver.
- Electronic communications. You consent to receive communications from us electronically, and agree that electronic notices satisfy any requirement that they be in writing.
- Export and sanctions. You will comply with U.S. export control and sanctions laws and will not use the Service in or for the benefit of any embargoed country or prohibited person.
- Independent contractors. No agency, partnership, joint venture, or employment relationship is created by these Terms.
- No third-party beneficiaries. These Terms do not create any rights for third parties, except as stated in Section 17.
22. Contact us
Carbonium Labs, LLC
Email: privacy@agentext.app