Revised: February 14, 2023
A. MODIFICATIONS TO THIS AGREEMENT.
B. YOUR REGISTRATION OBLIGATIONS.
To obtain and use the Services, you will be required to register with AgencySmart by completing a registration form. When registering with AgencySmart:
Your user account may only be used by one person — the Services do not support concurrent connections for the same account. You may not authorize any third party to access or use the Services on your behalf. You are responsible for maintaining the confidentiality of the user credentials (e.g. user ID and password), and are fully responsible for all activities that occur under your user credentials. You agree to immediately notify AgencySmart of any unauthorized use of your user credentials or any other breach of security. AgencySmart cannot and will not be liable for any loss or damage arising from any unauthorized use of your account.
C. PAYMENTS AND SUBSCRIPTION TERMS.
A valid payment method (either credit card or electronic check) is required to use the Services, even for subscriptions on a trial or promotional periods.
Subscriptions are considered active upon completion of the registration process and will automatically renew at the end of the billing period at the then current price, unless either party gives notice to the other party of its intent not to renew at least 5 days prior to the end of the then current term. We will not issue refunds for unused time while your subscription was open.
If you are on a monthly billing cycle, the Services are billed on the 1st of the month based on your usage during the preceding month. If you are on an annual billing cycle, the Services are billed at the beginning of the billing cycle based on your usage at the start of the billing cycle. Any upgrades to the Services or additional user accounts for annual subscriptions will be billed immediately. We will not issue refunds for any downgrades or cancelled user accounts for annual subscriptions. If we cannot obtain your payment in a timely manner, AgencySmart reserves the right to suspend your subscription until the payment is made in full. In addition, a late fee equal to the 1.5% of the outstanding balance will be applied every month while the subscription is in arrears.
Any price changes will be effective 30 days after the date of the notice thereof ("Price Change Notice") unless a longer time period is set forth in the Price Change Notice. The price changes will be applied to your account when your subscription renews at the end of your billing cycle. All fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties.
Downgrading your Service may cause the loss of features and content of your subscription. AgencySmart does not accept any liability for such loss.Cancelling the Services:
D. CONSENT TO ELECTRONIC COMMUNICATIONS AND SOLICITATION.
By registering with AgencySmart, you understand that we may send you communications or data from AgencySmart regarding the Services, including but not limited to (i) notices about use of the Services, including any notices concerning violations of use, (ii) updates, and (iii) promotional information and materials regarding AgencySmart's products and services, via electronic mail. We give you the opportunity to opt-out of receiving electronic mail from us by following the opt-out instructions provided in the message.
E. USER CONDUCT/ACCEPTABLE USE POLICY.
You agree that the Services may not be used in any way that violates applicable federal, state, or international law, or for any unlawful purpose.
Without limitation, AgencySmart reserves the right to meter bandwidth or disk usage. Additionally, AgencySmart reserves the right to terminate access to and use of the Services, if, in our view, your conduct fails to meet any of the following guidelines for user conduct:
All judgments concerning the applicability of these guidelines shall be at the sole and exclusive discretion of AgencySmart. Should your access to and use of the Services be terminated, you have the right to appeal such termination by writing to firstname.lastname@example.org.
F. INTELLECTUAL PROPERTY RIGHTS AND NOTICES.
All contents of the Site and Services including but not limited to design, text, software, technical drawings, configurations, graphics, other files, and their selection and arrangement ("Content") are: Copyright © AgencySmart, and/or the proprietary property of its suppliers, affiliates, or licensors. Content may not be reproduced, modified, derivative works created from, displayed, performed, published, distributed, disseminated, broadcasted or circulated to any third party (including, without limitation, the display and distribution of the material via a third party Web sites or other networked computer environment) without the express prior written consent of AgencySmart and/or its suppliers, affiliates, or licensors. All rights reserved.
AgencySmart, the AgencySmart logo are including without limitation, either trademarks, service marks or registered trademarks of AgencySmart, and may not be copied, imitated, or used, in whole or in part, without AgencySmart prior written permission or that of our suppliers or licensors. Other product and company names may be trade or service marks of their respective owners.
AgencySmart cannot guarantee that information submitted to it via the web will not be intercepted or decrypted and therefore accepts no liability for such occurrences.
AgencySmart may collect IP addresses of your computers for the purposes of system administration, and to audit the use of Services. We may perform statistical analysis on the information provided by you in aggregate form to monitor the performance of the Service and determine usage patterns.
You should be aware that while using the Service, you could be directed to other websites that are beyond our control. We cannot guarantee the security of any information you disclose online to these other websites.
H. AGENCYSMART MAKES NO WARRANTIES.
AgencySmart intends for the information contained on its Site and Services to be accurate and reliable; however, errors sometimes may occur. In addition, AgencySmart may make changes and improvements to the information provided herein at any time.
AGENCYSMART PROVIDES ITS SITE AND SERVICES "AS IS," "WITH ALL FAULTS" AND "AS AVAILABLE," AND THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, AND EFFORT IS WITH YOU. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AGENCYSMART, ITS AFFILIATES, RESELLERS, DISTRIBUTORS, SERVICE PROVIDERS AND/OR SUPPLIERS (EACH, AN "AGENCYSMART PARTY," AND COLLECTIVELY, THE "AGENCYSMART PARTIES") MAKE NO REPRESENTATIONS, WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED. THE AGENCYSMART PARTIES DISCLAIM ANY AND ALL WARRANTIES OR CONDITIONS, EXPRESS, STATUTORY AND IMPLIED, INCLUDING WITHOUT LIMITATION (1) WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE EFFORT, ACCURACY, TITLE, QUIET ENJOYMENT, NO ENCUMBRANCES, NO LIENS AND NON-INFRINGEMENT, (2) WARRANTIES OR CONDITIONS ARISING THROUGH COURSE OF DEALING OR USAGE OF TRADE, AND (3) WARRANTIES OR CONDITIONS THAT ACCESS TO OR USE OF THE WEB SITES WILL BE UNINTERRUPTED OR ERROR-FREE. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXLUSION OF CERTAIN WARRANTIES OR CONDITIONS, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. THERE ARE NO WARRANTIES THAT EXTEND BEYOND THE FACE OF THIS CONTRACT.
I. LIABILITY LIMITATION; YOUR EXCLUSIVE REMEDY.
IN NO EVENT WILL ANY AGENCYSMART PARTY BE LIABLE FOR ANY DAMAGES, INCLUDING WITHOUT LIMITATION ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES ARISING OUT OF, BASED ON, OR RESULTING FROM THIS CONTRACT OR YOUR USE OF THE SOFTWARE OR SERVICE, EVEN IF SUCH AGENCYSMART PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IF YOU ARE DISSATISFIED WITH THE SERVICE, YOU DO NOT AGREE WITH ANY PART OF THIS CONTRACT, OR YOU HAVE ANY OTHER DISPUTE OR CLAIM WITH OR AGAINST AGENCYSMART WITH RESPECT TO THIS CONTRACT OR THE SERVICE, THEN YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SERVICE AND YOU MAY CANCEL YOUR SUBSCRIPTION AS DESCRIBED IN SECTION C (PAYMENTS AND SUBSCRIPTION TERMS) ABOVE. THE LIMITATION OF LIABILITY UNDER THIS AGREEMENT IS INDEPENDENT OF THE EXCLUSIVE REMEDY (I.E., DISCONTINE USE OF THE SERVICE AND/OR CANCELLATION AND POTENTIAL REFUND OF UNUSED PREPAID FEES AS DESCRIBED IN SECTION C (PAYMENTS AND SUBSCRIPTION TERMS) ABOVE) AND SURVIVES IN THE EVENT SUCH REMEDY FAILS OF ITS ESSENTIAL PURPOSE OR IS OTHERWISE DEEMED UNENFORCEABLE. THESE LIMITATIONS AND EXCLUSIONS APPLY WITHOUT REGARD TO WHETHER THE DAMAGES ARISE FROM (1) BREACH OF CONTRACT, (2) BREACH OF WARRANTY, (3) NEGLIGENCE, OR (4) ANY OTHER CAUSE OF ACTION, TO THE EXTENT SUCH EXCLUSION AND LIMITATIONS ARE NOT PROHIBITED BY APPLICABLE LAW. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXLUSION OF CERTAIN WARRANTIES OR CONDITIONS, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY.
J. CHANGES TO THE SERVICE; ADDITIONAL LIABILITY LIMITATION.
WE MAY CHANGE THE SOFTWARE AND SERVICE OR DELETE FEATURES AT ANY TIME AND FOR ANY REASON. WITHOUT LIMITING THE GENERAL NATURE OF SECTIONS H AND I, THE AGENCYSMART PARTIES ARE NOT RESPONSIBLE OR LIABLE FOR (1) ANY CONTENT, INCLUDING WITHOUT LIMITATION, ANY INFRINGING, INACCURATE, OBSCENE, INDECENT, THREATENING, OFFENSIVE, DEFAMATORY, TORTIOUS, OR ILLEGAL CONTENT, OR (2) ANY THIRD PARTY CONDUCT, TRANSMISSIONS OR DATA. IN ADDITION, WITHOUT LIMITING THE GENERALITY OF SECTIONS H AND I, AGENCYSMART IS NOT RESPONSIBLE OR LIABLE FOR (1) ANY VIRUSES OR OTHER DISABLING FEATURES THAT AFFECT ACCESS TO OR USE OF THE SOFTWARE AND SERVICES, (2) ANY INCOMPATIBILITY BETWEEN THE SOFTWARE AND SERVICES AND OTHER WEB SITES, SERVICES, SOFTWARE AND HARDWARE, (3) ANY DELAYS OR FAILURES YOU MAY EXPERIENCE IN INITIATING, CONDUCTING OR COMPLETING ANY TRANSMISSIONS OR TRANSACTIONS IN CONNECTION WITH THE SOFTWARE AND SERVICES IN AN ACCURATE OR TIMELY MANNER, OR (4) ANY DAMAGES OR COSTS OF ANY TYPE ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF ANY SOFTWARE AND SERVICES AVAILABLE FROM THIRD PARTIES THROUGH LINKS. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU.
You agree to indemnify, defend and hold harmless, AgencySmart, its affiliates, and their respective officers, directors, employees, agents, licensors, representatives, and third party providers, to and from and against all losses, expenses, damages and costs, including reasonable attorneys' fees, resulting from any violation of this agreement by you. AgencySmart reserves the right to assume, at its sole expense, the exclusive defense and control of any matter subject to indemnification by you, in which event you will fully cooperate with AgencySmart in asserting any available defenses.
L. TERMINATION OF SERVICE.
We may terminate or suspend your access to the Services at any time, in our sole discretion, without cause and/or without notice. Upon termination, your right to use the Services stops immediately. ONCE THE SERVICES ARE CANCELLED, ANY DATA STORED ON OUR SYSTEMS ASSOCIATED WITH YOUR SUBSCRIPTION MAY NOT BE RETRIEVED LATER.
M. CHOICE OF LAW AND LOCATION FOR RESOLVING DISPUTES.
N. NOTICES TO AGENCYSMART.
You may notify us by e-mail at: email@example.com or:
PO Box 791
Caldwell, NJ 07007
United States of America
O. OTHER TERMS.
Revised: February 14, 2023
Personal Information We Collect. We may collect and use the following types of personal information: IP address or referring URL, the type of operating system and browser used, the time and date of access, which pages were visited, and other similar information. When you access the Website or the Service by or through a mobile device, we may collect certain information automatically, including, but not limited to, the type of mobile device you use, your mobile device unique ID, the IP address of your mobile device, your mobile operating system, the type of mobile Internet browser you use, unique device identifiers and other diagnostic data. We may also collect such other information you voluntarily provide to us when you contact us. You are responsible for providing us with accurate and complete information, and for contacting us if correction of the information is required.
This personal information is required to respond to your inquiries and to provide products and/or services to you. If you do not provide personal information we ask for, it may delay or prevent us from responding to your inquiries or providing products and/or services to you.
How Consumer Personal Information is Collected. We obtain personal information from users of our Website and/or Service when it is input directly by the user.
We gather certain information automatically and store it in log files. This information may include Internet protocol (IP) addresses, browser type, internet service provider (ISP), referring/exit pages, operating system, date/time stamp, and/or clickstream data. While not all of the information that we collect from visitors is personally identifiable, it may be associated with personal information that visitors provide to us through our Website or the Service.
Right to Opt-Out. You have the right to opt-out of receiving promotional communications from us at any time by updating your email preferences by using the "Unsubscribe" link found in the emails. You may also update, modify or correct the information or request that such information be removed from our databases by contacting us (see How to Contact Us below).
Why We Use Consumer Personal Information. We use and/or sell and share consumer personal information for the following reasons:
Who We Share Collected Personal Information With. We may share collected personal information with:
Additionally, all of a subscriber's end users will have access to all personal information input into the subscriber's account.
We may sell, license or otherwise disclose and exchange deidentified collected personal information to and with third parties.
We also impose contractual obligations on service providers relating to ensure they can only use collected personal information to provide services to us and to you. We may also share collected personal information with external auditors.
We may disclose and exchange collected personal information with law enforcement agencies and regulatory bodies to comply with our legal and regulatory obligations.
We may also need to share collected personal information with other parties, such as potential buyers of some or all of our business or during a re-structuring.
As noted above (see Who We Share Your Personal Information With above), we may sell, license or otherwise disclose and exchange deidentified collected personal information to and with third parties.
We also may from time to time engage third parties to track and analyze non-personally identifiable usage and volume statistical information from visitors to our Website and users of our Service to help us administer our Website and Service and improve its quality. Except as otherwise set forth herein, all data collected by such third parties on our behalf is used only to provide us with information on Website and/or Service usage and is not shared with any other third parties.
How We Use the Information We Collect. We use the information we collect in order to improve the content and usability of the Website and the Service.
We also use such information to respond to your inquiries and to provide you with products or services you request.
We may also periodically send promotional emails about our products and services to visitors who provide their email information. We use an agent to assist with our marketing campaigns. The agent is bound by a contractual agreement which covers security and limits the use of your personal information to the intended AgencySmart communications. You may elect to be removed from any future communications by confirming your preferences via a link at the bottom of the communication or by contacting us (see How to Contact Us below).
Although we make a genuine effort to ensure the security of activities conducted on this Website and the Service, no transmission over the Internet, or method of electronic storage, is completely secure. Accordingly, we cannot and do not guarantee that any activities conducted on this Website or the Service will be absolutely secure.
Children Under the Age of 18. The Website and Service is not intended for use by children under 18 years of age. No one under age 18 may provide any information to or on the Website or through the Service. We do not knowingly collect information from children under 18. If you are under 18, do not provide any information on or through the Website or Service. If we learn we have collected or received personal information from a child under 18 without verification of parental consent, we will delete that information. If you believe we might have any information from or about a child under 18, please contact us (see How to Contact Us below).
Do You Need Extra Help? If you would like this notice in another format (for example: audio, large print, braille) please contact us (see How to Contact Us above).