- Acceptance.
AgencyRoot operates electronic platforms/systems including websites and mobile applications (collectively, the “Sites”) that enable you to access and use certain online products, software, and services offered by AgencyRoot (collectively and including any subsequent versions of such platforms/systems and applications, the “Services”) through our Sites.
These Terms of Service (collectively referred to as the “Terms”) govern your use of the Sites and the Services.
By registering for or otherwise using any of our Sites or Services, or accessing any content or material that we make available through the Services or Sites, you agree to these Terms. If you do not wish to be so bound, please do not access or use our Services or Sites. You may also agree to these Terms by signing or entering into an ordering document or another agreement with AgencyRoot that incorporates these Terms. - Service Subscription.
AgencyRoot grants you a non-exclusive, non-transferable, revocable right to access and use the Services subject to your compliance with these Terms. You agree that that the Service(s) shall be used solely for internal business purposes, and access and use of the Service(s) shall be limited to authorized users of the Services who have a unique login ID and password.
We (and our licensors) remain the sole owner of all right, title, and interest in the Services and Sites. Except as stated in the Terms, we do not grant you any rights to patents, copyrights, trade secrets, trademarks, or any other rights. We reserve all rights not granted under the Terms. - Privacy.
For information about how we collect, use, share, or otherwise process information about you, please see our Privacy Policy at https://www.agencyroot.com/pages/privacy-policy. - Equipment and Networks.
In order to use our mobile applications, 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 our mobile applications 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 our mobile applications on such Device. You accept responsibility for any use of our mobile applications 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 our mobile applications, you must have established an account with us. - Availability.
You acknowledge that the Services may be provided over the Internet and/or mobile networks and that the quality and availability of the Services 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 Services. 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 Services, and for paying any data charges that may be charged to you by your network provider in connection with your use of the Services.
AGENCYROOT MAKES NO WARRANTIES OR REPRESENTATIONS OF ANY KIND, EXPRESS, STATUTORY OR IMPLIED AS TO: (I) THE AVAILABILITY OF TELECOMMUNICATION SERVICES FROM YOUR PROVIDER AND ACCESS TO THE SERVICES AT ANY TIME OR FROM ANY LOCATION; (II) ANY LOSS, DAMAGE, OR OTHER SECURITY INTRUSION OF THE TELECOMMUNICATION SERVICES; AND (III) ANY DISCLOSURE OF INFORMATION TO THIRD PARTIES OR FAILURE TO TRANSMIT ANY DATA, COMMUNICATIONS OR SETTINGS CONNECTED WITH THE SERVICES. - Use of Your Content.
Your “Content” is any material that you upload and import into the Services through the Sites. 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 Sites, 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 Sites, 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 Sites. Some copies of your Content may be retained as part of our routine backups, however. - Misuse.
You must not misuse the Sites or Services. For example, you must not:
(a)copy, modify, host, stream, sublicense, or resell the Services;
(b)enable or allow others to use the Services or Sites using your account information;
(c)access or attempt to access the Services or Sites by any means other than the interface we provide or authorize;
(d)circumvent any access or use restrictions put into place to prevent certain uses of the Services or Sites;
(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 Services;
(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 Services;
(i)disrupt, interfere with, or inhibit any other user from using the Services; or
(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 contract and 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 Services in your representative capacity, then you hereby represent that you are authorized to use the Services as a representative of the entity and agree to these Terms on behalf such entity. - Payment.
AgencyRoot reserves the right to adjust the price for Services at any time; provided, however that AgencyRoot shall provide you with 60 days’ notice of any such price adjustment. Fees shall be payable in US dollars through credit card or ACH only. If you do not notify us of updates to your payment method, to avoid interruption of your Services, 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.
Fees will be payable within thirty (15) days from the date on the applicable invoice. Fees do not include any taxes that may apply. Any such taxes are your responsibility. Where applicable and/or required by law, Value Added Tax (VAT) will be charged to you at the prevailing rate. - Termination.
Either party may terminate this Agreement (including its Service subscription) prior to the expiration of the Term if (i) the other party commits a material breach of this Agreement and fails to cure such breach within thirty (30) days after written notice of such breach is given by the non-breaching party or (ii) You becomes the subject of a petition in bankruptcy or other similar proceeding; provided that if the breach involves a failure of You to pay any of the fees required under this Agreement, the cure period shall be reduced to ten (10) days. If the Agreement is terminated by You in accordance with this Section 10, AgencyRoot will refund any prepaid Fees covering the remainder of the Term of all Orders after the effective date of termination. If the Agreement is terminated by AgencyRoot in accordance with this Section 10, Your will pay any unpaid fees covering the remainder of the Term on all Orders to the extent permitted by applicable law. In no event will termination relieve You of your obligation to pay any fees payable to AgencyRoot for the period prior to the effective date of termination. Without limiting the foregoing, in the event such breach that gives rise to the right by AgencyRoot to terminate this Agreement, AgencyRoot may elect to suspend Your access and use of the Service until the breach is cured. AgencyRoot’s exercise of its suspension right shall be without prejudice to AgencyRoot’s right to terminate this Agreement upon written notice to You. - Survival.
Upon the expiration or termination of the Terms, some or all of the Services may cease to operate without prior notice. Your indemnification obligations, our warranty disclaimers or limitations of liabilities, and dispute resolution provisions stated in the Terms will survive. - Disclosure.
We may access or disclose information about you or your use of the Services: (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 Services and your use of the Services, are subject to U.S. and international laws, restrictions, and regulations that may govern the import, export, and use of the Services. 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 Collin County, Texas, 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, (a) in the event of your or others’ unauthorized use of the Services, 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 and (b) in the event of your failure to pay any fees or charges due us, we may pursue collection actions in any court of competent jurisdiction in Collin County, Texas and we may recover all reasonable attorney fees and cost of collection. - Updates to the Terms.
We may modify these Terms and any additional Terms to reflect changes to the law or changes to our Sites or our Services. You should look at the Terms regularly. By continuing to use or access the Sites or Services after the revisions are in effect, you agree to be bound by the revised Terms. - Updates to the Services. .
We may modify, update, or discontinue the Sites and the Services (including any portions or features) at any time, without liability to you or anyone else. Services may have limited or no functionality where available updates are not downloaded and installed by you. However, if we discontinue the Services in their entirety, we may provide you with a pro rata refund for any unused fees for that Service 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 Services; or (b) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code or any portion of any Service. If the laws of your jurisdiction give you the right to decompile the Services to obtain information necessary to render the licensed portions of the Services interoperable with other software, you must first request such information from us. We may, in our discretion, either provide such information to you or impose reasonable conditions, including a reasonable fee, on your decompilation of the Services to ensure that our and our suppliers’ proprietary rights in the Services are protected. - 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 Sites or Services, or your violation of the Terms. - Disclaimers of Warranties
The Services and Sites are 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 Services. We further disclaim any warranty that (a) the Sites or Services will meet your requirements or will be constantly available, uninterrupted, timely, secure, or error-free; (b) the results obtained from the use of the Sites or Services will be effective, accurate, or reliable; (c) the quality of the Sites or Services will meet your expectations; or (d) any errors or defects in the Sites or Services will be corrected.
We specifically disclaim all liability for any actions resulting from your access of the Sites or Services. You may access the Sites or Services 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 Website or any Service or Software.
Postings on our Website are made at AgencyRoot’s discretion. AgencyRoot does not represent or warrant that the information on the Website is accurate, complete, reliable, useful, timely, or current or that our Sites or Services will operate without interruption or error.
- Non-Assignment / Assignment.
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 Services. 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 $100.00 or the aggregate amount that you paid for access to the Services 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 Sites or Services 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 Sites or Services are protected by copyright and trade dress. Nothing on our Sites or Services should be construed as granting any license or right to use any Intellectual Property displayed or used therein without the prior written permission of the owner. AgencyRoot enforces its 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 Sites or Services, without 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 Services and Sites may be the Intellectual Property of their respective owners. - Links to Third-Party Websites.
Our Sites 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 our Sites 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: AgencyRoot LLC, 4400 State Highway 121, Suite 520 Lewisville, TX 75056. We may notify you by email, postal mail, postings within the Services, or other legally accepted means. - 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 shall have the full ability to transfer or assign this Agreement or any of its rights, interests or obligations under this Agreement. - Subcontracting.
We may engage qualified third parties to perform any portion of the Services, provided that such third parties agree to be bound by confidentiality provisions substantially similar to those provided in this Agreement. We will pay such subcontractors and in all instances remain responsible for proper completion of any subcontractor’s work.
- Assignment.
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 any section that by its 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 Services. It supersedes any prior agreements between you and AgencyRoot regarding your use of the Services. All parts of these Terms apply to the maximum extent permitted by relevant law. If a court or arbitrator holds that we cannot 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 will not change. Except for section 14 (arbitration and class action waiver) these Terms are solely for your and our benefit; they are not 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 Services, 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.
