Terms of Use

Revised: February 14, 2023

AgencySmart, LLC ("AgencySmart", "we" or "us") provides services (the "Services") available at our Website ("Site") https://www.agencysmart.net to you ("you" or the "User") subject to the following Terms of Use. This is a contract formed between you and AgencySmart for the use of our Services. Unless expressly stated otherwise, these Terms of Use shall apply to any use of the Site, the Services, and any service, application, plug-in, component, functionality, or program created or made available by AgencySmart.

By visiting the Site and/or by completing the registration process for the Services, you represent and warrant that you have read, understand, have the legal capacity to, and hereby agree to be legally bound by these Terms of Use.

A. MODIFICATIONS TO THIS AGREEMENT.
We reserve the right, at our sole discretion, to change, modify or otherwise alter these terms and conditions at any time. You can find the most recent version of these Terms of Use at https://www.agencysmart.net/terms_of_use.php, with the date of last modification noted above. Such modifications shall become effective immediately upon the posting thereof. Therefore, we encourage you to check the date of our Terms of Use whenever you visit the Site to check if they have been updated. You must review this agreement on a regular basis to keep yourself apprised of any changes. If you do not agree to the revised Terms of Use, your sole recourse is to immediately stop all use of the Services. Your continued use of the Services following the posting of modifications will constitute your acceptance of the revised Terms of Use. Should you have any questions regarding the use of our Site, please contact us at: info@agencysmart.com.

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:

• You must be 18 years of age or older.
• You agree to provide true, accurate, current and complete information about yourself as prompted by the Service's registration form (such information being the "Registration Data").
• You agree to maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or we have grounds to suspect that such information is untrue, inaccurate, not current or incomplete, we may suspend or terminate your account and refuse any and all current or future use of the Services (or any portion thereof).

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:

• You are solely responsible for properly canceling your account via the Service. Emails sent to AgencySmart support team will not be considered a valid cancellation request.
• After you cancel your subscription, all of the personal information in your account will be irrevocably deleted and cannot be restored at a later date.
• If you are on a monthly billing cycle and you cancel your subscription in the middle of the month, we will charge you for the elapsed portion of the month, immediately discontinue your subscription and and we will not automatically renew your subscription at the end of the billing cycle.
• If you are on an annual billing cycle and you cancel your subscription in the middle of the billing cycle, we will not automatically renew your subscription at the end of the billing cycle. No refunds or credit will be issued for the unused portion of your billing cycle. You, subject to the terms of this Agreement, may continue to use the Services until the end of your billing cycle.
• If you believe that AgencySmart has violated the terms of this Agreement you may give notice of such alleged violation to AgencySmart. Such notice shall describe the violation in detail. If AgencySmart has not cured any violation described in such notice within 30 days after AgencySmart's receipt of such notice, then you may cancel your subscription for such violation. Upon any such cancellation for AgencySmart's violation, you will be refunded the unused portion of the then-current billing cycle. Such cancellation and refund constitute your sole and exclusive remedy and AgencySmart's sole liability for any violation of this Agreement or other claim you may have related to the Service.

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:

1. You may not attempt to harm, disrupt, or otherwise engage in activity that diminishes or degrades, the Site, computer systems and network, or the Services.
2. You may not attempt to interfere with any other person's use of the Services.
3. You may not misrepresent your identity or impersonate any person.
4. You may not attempt to gain access to any account, computers or networks related to the Services without authorization.
5. You may not attempt to obtain any data through any means from the Services, except if we intend to provide or make it available to you.
6. You may not use the Services to send, either directly or indirectly, any unsolicited bulk e-mail or communications or unsolicited commercial e-mail or communications.
7. You may not use the Services to store, send, link to, or otherwise make available, any material protected by intellectual property laws unless you own or control the rights to such material or have received all necessary consents.
8. You may not use the Services to violate any code of conduct or other guidelines which may be applicable to the Services or the Site.
9. You may not attempt to modify, translate, adapt, edit, copy, decompile, disassemble, or reverse engineer any software used or provided by AgencySmart in connection with the Site or Services.

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 info@agencysmart.com.

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 may have patents, patent applications, trademarks, copyrights, or other intellectual property rights covering subject matter in its Site that are part of the Services. Unless we have granted you licenses to our intellectual property in these Terms of Use, our providing you with such Web pages does not give you any license to our intellectual property. Any rights not expressly granted herein are reserved.

G. PRIVACY.
You acknowledge and agree that AgencySmart may disclose your personal information and the personal information of others who you or other users of your account may input in accordance with our Privacy Policy which can be found at https://www.agencysmart.net/privacy_policy.php. We may also disclose such personal information if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to comply with legal process, to enforce these Terms of Use, or, in its sole discretion, to protect the rights, property, or personal safety of AgencySmart, its employees, users and third parties, and the public.

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.

K. INDEMNIFICATION.
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.
These Terms of Use shall be governed by and construed in accordance with the laws of the State of New Jersey, excluding its conflicts-of-law principles. Please note that use of the Services may be subject to other local, state, national, and international laws. You expressly agree that exclusive jurisdiction for any claim or dispute with AgencySmart or relating in any way to the use of the Services resides in the courts of New Jersey and you further agree and expressly consent to the exercise of personal jurisdiction in the courts of New Jersey in connection with any such dispute including any claim involving AgencySmart or its affiliates, subsidiaries, employees, contractors, officers, directors, telecommunication providers and content providers.

N. NOTICES TO AGENCYSMART.
You may notify us by e-mail at: info@agencysmart.com or:

PO Box 791
Caldwell, NJ 07007
United States of America

O. OTHER TERMS.
If any part of these Terms of Use is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid enforceable provision that most closely matches the intent of the original provision, and the remainder of the Agreement shall continue in effect. A printed version of these Terms of Use and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms of Use to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. All rights not expressly granted herein are reserved.

P. MISCELLANEOUS.
AgencySmart may assign this contract, in whole or in part, at any time with or without notice to you. You may not assign this contract, or any part of it, to any other party. Any attempt by you to do so is void. ANY CLAIM RELATED TO THIS CONTRACT OR THE SOFTWARE AND SERVICE MUST BE BROUGHT WITHIN ONE YEAR. THE ONE-YEAR PERIOD BEGINS ON THE DATE WHEN THE CLAIM FIRST COULD BE FILED. IF IT IS NOT, THEN THAT CLAIM IS PERMANENTLY BARRED. THIS APPLIES TO YOU AND YOUR SUCCESSORS. IT ALSO APPLIES TO US AND OUR SUCCESSORS AND ASSIGNS. The failure of AgencySmart to exercise or enforce any right or provision of the Terms of Use shall not constitute a waiver of such right or provision. The section titles in the Terms of Use are for convenience only and have no legal or contractual effect.