These Terms of Service (collectively referred to as the “Terms”) for AgencyRoot’s mobile application (“App”) were last updated on May 5, 2022, and replace all previous versions. The terms "we" and "our" as used in these Terms refer to AgencyRoot LLC.
By downloading, browsing, accessing or using our App, you agree to be bound by these Terms. We reserve the right to amend these Terms at any time. If you disagree with any of these Terms, you must immediately discontinue your access to the App and your use of the services offered on the App. Continued use of the App constitutes your acceptance of these Terms.
- Limited License. AgencyRoot grants you a non-exclusive, non-transferable, revocable license to access and use the App subject to these Terms and any applicable rules applied by Apple Inc. ("App Store Rules") and Google Inc. ("Play Store Rules") with respect to the use of their App Store and Play Store, respectively located at https://www.apple.com/itunes ("App Store") and https://play.google.com/store ("Play Store").
- Privacy. For information about how we collect, use, share, or otherwise process information about you, please see our Privacy Policy at https://agencyroot.com/pages/privacy-policy.
- Use of App. Subject to your compliance with the Terms and the law, you may access and use the App. We (and our licensors) remain the sole owner of all right, title, and interest in the App. Except as stated in the Terms, we do not grant you any rights topatents, copyrights, trade secrets, trademarks, or any other rights in respect to the itemsin the App. We reserve all rights not granted under the Terms.
- Equipment and Networks. In order to use the App, you must have a compatible device which meets the following minimum specifications: for Apple devices, iOS 6.0 or later, and compatible with iPhone, iPad, and iPod Touch; for Android, 4.4 and up, with both accelerometer and gyroscope sensors. Any compatible device to which you download the App will be known as a "Device" for the purposes of these Terms. You confirm that you either own the applicable Device, or if not owned by you, you have obtained permission to install and use the App on such Device. You accept responsibility for any use of the App on or in relation to such Device, whether or not such Device is owned by you or such use was made by you. In order to access the App, you must have established an account with us.
The provision of the App does not include the provision of a mobile telephone or device or other necessary equipment to access the App. To use the App, you will require Internet connectivity and appropriate telecommunication links. You acknowledge that the terms of agreement with your respective mobile network provider ("Mobile Provider")will continue to apply when using the App. As a result, you may be charged by the Mobile Provider for access to network connection services for the duration of the connection while accessing the App or any such third-party charges as may arise. You accept responsibility for any such charges. If you are not the bill payer for the Device being used to access the App, you will be assumed to have received permission from the bill payer to use the App. - Availability. You acknowledge that the App is provided over the Internet and mobile networks and that the quality and availability of the App may be affected by factors outside our reasonable control. Accordingly, we do not accept any responsibility for any connectivity issues that you may experience when using the App. In addition, you acknowledge and agree that you (and not us) are responsible for obtaining and maintaining all telecommunications, broadband and computer hardware, equipment and services needed to access and use the App, and for paying any data charges that may be charged to you by your network provider in connection with your use of the App. In the event you choose to share information from the App by utilizing SMS/text functionality, you acknowledge and agree that you (and not us) are responsible for paying any related fees that may be charged to you by your network or telecommunications provider.
- Use of Your Content. Your “Content” is any material that you upload and import into the App in connection with your use of the App. You retain all rights and ownership of your Content. We do not claim any ownership rights to your Content.
When you upload Content to the App, you grant us a nonexclusive, royalty-free license to use and translate the Content. Where permitted by law, we will only access or view your Content in order to perform the services requested by you or as required to address security or technical issues. By uploading your Content to the App, you agree that you have: (a) all necessary licenses and permissions to use and share your Content; and (b) the rights necessary to grant the licenses in these Terms. You may revoke this license to your Content and terminate our rights at any time by removing your Content from the App. Some copies of your Content may be retained as part of our routine backups, however. - Misuse. You must not misuse the App. For example, you must not:
(a) copy, modify, host, stream, sublicense, or resell the App;
(b) enable or allow others to use the App using your account information;
(c) access or attempt to access the App by any means other than an authorized
interface;(d) circumvent any access or use restrictions put into place to prevent certain uses of
the App;
(e) engage in behavior that violates anyone’s intellectual property rights, which includes
copyright, moral, trademark, trade dress, patent, trade secret, unfair competition, right of
privacy, right of publicity, and any other proprietary rights;
(f) impersonate any person or entity, or falsely state or otherwise misrepresent your
affiliation with a person or entity;
(g) attempt to disable, impair, or destroy the App;
(h) upload, transmit, store, or make available any Content or code that contains any
viruses, malicious code, malware, or any components designed to harm or limit the
functionality of the App;
(i) disrupt, interfere with, or inhibit any other user from using the App;
(j) violate applicable law (including, but not limited to, where applicable, Children’s
Online Privacy Protection Act (“COPPA”)). - Authorized Use. You confirm that you are of legal age to form a binding contractand hereby agree to be bound by these Terms. If you are an employee or other representative of a business or other entity and you are using the App in your representative capacity, then you hereby represent that you are authorized to use the App as a representative of the entity and agree to these Terms on behalf such entity.
- Payment. If you do not notify us of updates to your payment method, to avoid interruption of your service, we may participate in programs supported by your credit / debit card provider to try to update your payment information. You authorize us to continue billing your account with the updated information that we obtain.
- Termination. By You: You can terminate the Services and Software at any time.
Such termination will result in the deactivation or disablement of your account and
access to it, and the deletion of content you collected through use of the Services.
Terminations are confirmed immediately and you will not be charged again for that
Service unless you purchase a new one. If you terminate a Service in the middle of a
billing cycle, you will not receive a refund for any period of time you did not use in that
billing cycle unless you are terminating these Terms for any of the following reasons:
(a)we have materially breached these Terms and failed to cure that breach within 30 days
after you have so notified us in writing; or
(b) a refund is required by law.
By Us: If we terminate the Terms, or your use of the App for reasons other than for
cause, we will make reasonable efforts to notify you at least 30 days prior to termination
via the email address you provide to us. Unless stated in any additional Terms, we may,
at any time, terminate your right to use and access the App if:
(a) you breach any provision of the Terms (or act in a manner that clearly shows you do
not intend to, or are unable to, comply with the Terms); (b) you fail to make the timely payment of fees for the App, if any;
(c) you materially breach any provision of the Terms, and (i) the breach cannot be
corrected; or (ii) we notify you of the breach and you fail to correct it within 14 days of
the notice;
(d) you physically, verbally, or through other means abuse, intimidate, threaten, bully, or
harass us or our personnel (in such circumstances, we may alternatively suspend or
restrict your access to the App);
(e) we are required to do so by law (for example, where the provision of the App to you
is, or becomes, unlawful); or
(f) we elect to discontinue the App, in whole or in part. - Survival. Upon the expiration or termination of the Terms, some or all of the App may cease to operate without prior notice. Any perpetual licenses you have or we have will continue in full force and effect, however. Your indemnification obligations, our warranty disclaimers or limitations of liabilities, and dispute resolution provisions stated herein will survive.
- Disclosure. We may access or disclose information about you or your use of theApp: (a) when it is required by law (such as when we receive a valid subpoena or search warrant); (b) to respond to your requests for customer service support; or (c) when we, in our discretion, think it is necessary to protect the rights, property, or personal safety of us, our users, or the public.
- Trade Control Laws. The App and your use of it are subject to U.S. and international laws, restrictions, and regulations that may govern the import, export, and use of the App. You agree to comply with all the laws, restrictions, and regulations.
- Dispute Resolution Process. If you have any concern or dispute, you agree to first try to resolve the dispute informally by contacting us. If a dispute is not resolved within 30 days of submission, any resulting legal actions must be resolved through final and binding arbitration in Tippecanoe County, Indiana, except that you may assert claims in small claims court if your claims qualify. You may only resolve disputes with us on an individual basis, and you may not bring a claim as a plaintiff or a class member in a class, consolidated, or representative action. Notwithstanding the foregoing, in the event of your or others’ unauthorized use of the App in violation of the Terms, you agree that we are entitled to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.
- Updates to the Terms. We may modify these Terms and any additional Terms to reflect changes to the law or changes to our App. You should look at the Terms regularly. By continuing to use or access the App after the revisions are in effect, you agree to be bound by the revised Terms.
- Updates to the App. We may modify, update, or discontinue the App (including any portions or features) at any time, without liability to you or anyone else. From time to time, updates to the App may be made available through the App Store and Play Store. Depending on the update, and whether you utilized the App Store or Play Store to download and access the App, you may not be able to use the App until you have installed the latest version. If we discontinue the App in its entirety, we may provide you with a pro rata refund for any unused fees for that App that you prepaid.
- No Modifications or Reverse Engineering. Except as expressly permitted in the Terms, you may not (a) modify, port, adapt or translate any portion of the App; or (b)reverse engineer, decompile, disassemble or otherwise attempt to discover the source code or any portion of any App.
- Indemnification. You will indemnify us and our subsidiaries, affiliates, officers, agents, employees, partners, and licensors from any claim, demand, loss, or damage, including reasonable attorneys’ fees, arising out of or related to your Content, your use of the App, or your violation of the Terms.
- Disclaimers of Warranties. The App is provided “AS-IS.” To the maximum extent permitted by law, we disclaim all warranties, express or implied, including the implied warranties of non-infringement, merchantability, and fitness for a particular purpose. We make no commitments about the content within the App. We further disclaim any warranty that (a) the App will meet your requirements or will be constantly available, uninterrupted, timely, secure, or error-free; (b) the results obtained from the use of the App will be effective, accurate, or reliable; (c)the quality of the App will meet your expectations; or (d) any errors or defects in the App will be corrected.
We specifically disclaim all liability for any actions resulting from your use of the App. You may use and access the App at your own discretion and risk, and you are solely responsible for any damage to your computer system or loss of data that results from the use of and access to the App.
We do not represent or warrant that the information on the App is accurate, complete, reliable, useful, timely, or current or that our App will operate without interruption or error - Limitation of Liability. We are not liable to you or anyone else for any loss of use, data, goodwill, or profits whatsoever, and any special, incidental, indirect, consequential, or punitive damages whatsoever, regardless of cause (even if we have been advised of the possibility of the loss or damages), including losses and damages (a) resulting from loss of use, data, or profits, whether or not foreseeable; (b) based on any theory of liability, including breach of contract or warranty, negligence or other tortious action; or (c) arising from any other claim arising out of or in connection with your use of or access to the App. Nothing in the Terms limits or excludes our liability for our, or our employees’, intentional misconduct.
Our total liability in any matter arising out of or related to the Terms is limited to US $100 or the aggregate amount that you paid for access to the App during the three-month period preceding the event giving rise to the liability, whichever is
larger. This limitation will apply regardless of the form or source of claim or loss, whether the claim or loss was foreseeable, and whether a party has been advised of the possibility of the claim or loss.
The limitations and exclusions in this section apply to the maximum extent
permitted by law.
- Copyrights and Trademarks. Unless otherwise noted, all materials including, without limitation, logos, brand names, images, designs, photographs, video clips and written and other materials that appear as part of our App are copyrights, trademarks, service marks, trade dress and/or other intellectual property whether registered or unregistered ("Intellectual Property") owned, controlled or licensed by AgencyRoot. Our App as a whole is protected by copyright and trade dress. Nothing on our App should be construed as granting any license or right to use any Intellectual Property displayed or used on our App without the prior written permission of the owner. AgencyRoot enforce sits intellectual property rights to the fullest extent of the law. The names and logos of AgencyRoot may not be used in any way, including in advertising or publicity pertaining to distribution of materials on our Website, without our prior, written permission. AgencyRoot prohibits use of any logo of AgencyRoot or any of its affiliates as part of a link to or from any website unless AgencyRoot approves such link in advance and in writing. Fair use of AgencyRoot’s Intellectual Property requires proper acknowledgment. Other product and company names mentioned in our App may be the Intellectual Property of their respective owners.
- Links to Third-Party Websites. Our App may contain links to websites owned or operated by parties other than AgencyRoot. Such links are provided for your reference only. AgencyRoot does not monitor or control outside websites and is not responsible for their content. AgencyRoot’s inclusion of links to an outside website does not imply any endorsement of the material on the website or, unless expressly disclosed otherwise, any sponsorship, affiliation or association with its owner, operator or sponsor, nor does AgencyRoot’s inclusion of the links imply that AgencyRoot is authorized to use any trade name, trademark, logo, legal or official seal, or copyrighted symbol that may be reflected in the linked website.
- Notice. You may send notices to us at the following address: PO Box 38033, Dallas, TX 75238. We may notify you by email, postal mail, postings within the App, or other legally accepted means.
- Non-Assignment. You may not assign or otherwise transfer the Terms or your rights and obligations under the Terms, in whole or in part, without our written consent, and any such attempt will be void. We may transfer our rights under the Terms to a third party.
- Headings. Headings used in these Terms are provided for convenience only and will not be used to construe meaning or intent.
- Severability. If any provision of these Terms or any additional Terms is held invalid or unenforceable for any reason, the Terms will continue in full force and effect.
- No Waiver. Our failure to enforce or exercise any provision of the Terms is not a waiver of that provision.
- Miscellaneous. This section, and sections 1, 7, 12, 14, 17, 18, 19, 20, 21, 22 and those that by their terms apply after the Term ends will survive any termination or cancellation of these Terms. This is the entire agreement between you and AgencyRoot for your use of the App. It supersedes any prior agreements between you and AgencyRoot regarding your use of the App. All parts of these Terms apply to the maximum extent permitted by relevant law. If a court or arbitrator holds that we can't enforce a part of these Terms as written, we may replace those terms with similar terms to the extent enforceable under the relevant law, but the rest of these Terms won't change. Except for section 14 (arbitration and class action waiver) these Terms are solely for your and our benefit; they aren’t for the benefit of any other person, except for AgencyRoot’s successors and assigns. You must comply with all domestic and international export laws and regulations that apply to the App, which include restrictions on destinations, end users, and end use. In the event an arbitration, suit or action is brought by any party under these Terms to enforce any of them, or in any appeal therefrom, it is agreed that the prevailing party shall be entitled to reasonable attorneys' fees to be fixed by the arbitrator, trial court and/or appellate court. If you give to AgencyRoot any idea, proposal, suggestion or feedback, including without limitation ideas for new products, technologies, promotions, product names, product feedback and product improvements ("Feedback"), you give to AgencyRoot, without charge, royalties or other obligation to you, the right to make, have made, create derivative works, use, share and commercialize your Feedback in any way and for any purpose. You will not give Feedback that is subject to a license that requires AgencyRoot to license its software, technologies or documentation to any third party because AgencyRoot includes your Feedback in them.
