Terms & Conditions

The Agents are declarative agents for Microsoft 365 Copilot, together with any accompanying setup materials and documentation. Each Agent operates inside your Microsoft 365 tenant and generates responses grounded in content the signed-in user is already permitted to access, such as SharePoint and OneDrive documents, templates, and playbook material. The Agents produce drafts, summaries, and analysis only; they do not execute transactions and do not write to your systems of record. The specific scope of each Agent is described on its listing in the Microsoft Agent Store.

Subject to these Terms, Netsmartz grants you a personal, non-exclusive, non-transferable, and revocable license to use the Agents for your internal business purposes, in accordance with the documentation and with your valid Microsoft 365 and, where applicable, Microsoft 365 Copilot subscriptions. Your right to use a paid Agent is further conditioned on the applicable subscription remaining active.

You may not copy, rent, lease, sell, sublicense, assign, loan, time-share, or otherwise transfer or distribute the Agents or their documentation. You may not reverse-engineer, decompile, or disassemble the Agents or attempt to derive their underlying instructions or configuration, except to the extent this restriction is prohibited by law. You may not use the Agents to build a competing product or service. Because the Agents run on Microsoft platforms, you agree to comply with any applicable Microsoft terms governing those platforms.

The Agents provide drafting and informational assistance only. Their outputs do not constitute, and must not be relied upon as, binding legal, HR, financial, tax, or other professional advice. NTZ Legal Copilot does not provide legal advice and is not a substitute for qualified legal counsel; NTZ HR Copilot provides HR policy guidance only. All outputs should be reviewed and approved by appropriately qualified personnel before they are executed, published, or relied upon. You are solely responsible for any decision made or action taken using an Agent’s output.

You agree not to: (a) use the Agents for any unlawful, harmful, or fraudulent purpose; (b) attempt to bypass, disable, or manipulate an Agent’s scope restrictions, guardrails, or security controls, including through prompt-injection or “jailbreak” techniques; (c) submit to an Agent any content you are not authorized to access or use; or (d) treat an Agent’s output as a final work product without human review. You are responsible for verifying the accuracy and suitability of all outputs.

Netsmartz and its licensors retain exclusive ownership of all copyrights, trademarks, patents, and other intellectual-property rights in and to the Agents, including their instructions, configuration, and underlying materials. You are granted only the limited license expressly set out in these Terms. You retain ownership of your own content and of the documents an Agent generates from your inputs, subject to these Terms and applicable Microsoft terms.

The Agents process only the signed-in user’s Microsoft 365 content within your tenant. Agent content is not transmitted outside your Microsoft 365 environment by the Agents, is not stored by Netsmartz outside your tenant, and is not used by Netsmartz to train artificial-intelligence models. The Agents honor your existing Microsoft 365 access permissions, Data Loss Prevention (DLP) policies, sensitivity labels, and conditional-access controls. Because the Agents do not retain your content outside your tenant, no return or destruction of Subscriber data by Netsmartz is required at the end of these Terms. Netsmartz’s handling of any personal data is described in the Netsmartz Privacy Policy published alongside these Terms, which is incorporated by reference.

The Agents run on Microsoft 365 Copilot and depend on Microsoft’s platforms and services, which are provided by Microsoft under Microsoft’s own terms. Netsmartz is not responsible for the availability, performance, security, or terms of the underlying Microsoft platform, and your use of Microsoft 365 and Microsoft 365 Copilot is subject to your agreements with Microsoft.

Some Agents are offered at no charge; others may be offered on a paid basis. Where an Agent is paid, fees are billed and collected through the Microsoft commercial marketplace under Microsoft’s marketplace terms, and applicable taxes may apply. Use of any Agent additionally requires your own valid Microsoft 365 and, where applicable, Microsoft 365 Copilot entitlements, which you obtain separately from Microsoft. Netsmartz does not separately invoice for marketplace-distributed Agents unless agreed in a separate written agreement.

Support for the Agents is provided through the support contact listed on each Agent’s listing in the Microsoft Agent Store. Unless separately agreed in writing, the Agents are provided without a specific service-level or uptime commitment, and their availability depends on the underlying Microsoft platform.

The Agents are provided “AS IS” and “AS AVAILABLE,” without warranties of any kind, whether express, implied, or statutory, including any implied warranties of accuracy, merchantability, fitness for a particular purpose, title, and non-infringement. AI-generated outputs may contain errors or omissions. Netsmartz does not warrant that the Agents will be uninterrupted or error-free, or that any output will be accurate, complete, current, or suitable for any particular purpose.

To the maximum extent permitted by law, Netsmartz will not be liable for any indirect, special, incidental, exemplary, or consequential damages of any kind (including lost profits, loss of data, or interruption of business), or for legal fees, arising out of or relating to the Agents, regardless of the form of action and even if advised of the possibility of such damages. Netsmartz’s aggregate liability arising out of or relating to the Agents or these Terms will not exceed the greater of (a) the fees you paid for the applicable Agent in the twelve (12) months preceding the event giving rise to the claim, or (b) one hundred US dollars (USD 100). This limitation applies notwithstanding any failure of essential purpose of any limited remedy.

Each provision of these Terms that disclaims warranties or limits liability represents an agreed allocation of risk and forms part of the consideration for these Terms. If any provision is held invalid or unenforceable, the remaining provisions will remain in full force, and that provision will be modified to the minimum extent necessary to make it enforceable.

These Terms apply for as long as you access or use any Agent. Netsmartz may suspend or terminate access to an Agent if you breach these Terms or if Netsmartz discontinues the Agent. You may stop using the Agents at any time. Provisions that by their nature should survive termination — including Sections 4, 6, 7, 11, 12, and 16 — will survive.

Netsmartz may update these Terms from time to time. When we do, we will revise the effective date above. Material changes take effect when the updated Terms are published, and your continued use of an Agent after that date constitutes acceptance.

These Terms constitute the entire agreement between you and Netsmartz regarding the Agents and supersede any prior or contemporaneous understandings on that subject. Netsmartz’s failure to enforce any provision is not a waiver of its right to do so later. You may not assign these Terms without Netsmartz’s prior written consent; Netsmartz may assign them in connection with a merger, acquisition, or sale of assets. Nothing in these Terms creates any third-party beneficiary rights. These Terms are governed by the laws of the State of New York, United States, without application of its conflict-of-laws principles, and the state and federal courts located in the State of New York will have exclusive jurisdiction over any dispute arising out of or relating to these Terms or the Agents.

Questions about these Terms can be directed to Netsmartz through the support contact listed on the Agent’s listing in the Microsoft Agent Store.