These Terms of Service (collectively referred to as the “Terms”) for our website, www.agencyroot.com ("Website"), 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.

The Terms govern your use of our Website, customer support and services (the “Services”), and software as well as any applications, electronic files, scripts, source code, instruction sets, and related documentation included as part of the Services (collectively “Software”). You explicitly and implicitly agree to be bound by our Terms each time you access our Website or use our Services or Software. If you do not wish tobe so bound, please do not use our Services or Software or access our Website. If you have entered into another agreement with us concerning specific Services or Software, then the terms of that agreement control where it conflicts with the Terms.

1. Limited License. AgencyRoot grants you a non-exclusive, non-transferable, revocable license to access and use our Website in order to purchase Services and Software.
2. 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.
3. Use of Your Content. Your “Content” is any material that you upload and import into the Services or Software in connection with your use of the Services. 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 Services and Software, 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 Services or Software, 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 Service. Some copies of your Content may be retained as part of our routine backups, however.
4. Use of Services and Software. Subject to your compliance with the Terms and the law, you may access the Website and use the Services and Software. We (and our licensors) remain the sole owner of all right, title, and interest in the Website, Services, and Software. Except as stated in the Terms, we do not grant you any rights to patents, copyrights, trade secrets, trademarks, or any other rights in respect to the items in the Website, Services, or Software. We reserve all rights not granted under the Terms.
5. Misuse. You must not misuse the Website, Services, or Software. For example, you must not:
   
   (a) copy, modify, host, stream, sublicense, or resell the Services or Software;
   (b) enable or allow others to use the Services or Software using your account information;
   (c) access or attempt to access the Services or Software 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 Software;
   (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 and Software;
   (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 or Software;
   (i) disrupt, interfere with, or inhibit any other user from using the Services or Software;
   (j) violate applicable law (including, but not limited to, where applicable, Children’s Online Privacy Protection Act (“COPPA”)).
6. 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.
7. 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 Service(s) is terminated 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 Services or Software 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 Services or Software, 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 Services or Software);
   (e) we are required to do so by law (for example, where the provision of the Services or Software to you is, or becomes, unlawful); or
   (f) we elect to discontinue the Services or Software, in whole or in part.
8. Survival. Upon the expiration or termination of the Terms, some or all of the Services and Software may cease to operate without prior notice. Any perpetual licenses you have will continue in full force and effect, however. Your indemnification obligations, our warranty disclaimers or limitations of liabilities, and dispute resolution provisions stated in the Terms will survive.
9. Disclosure. We may access or disclose information about you or your use of the Website, Services, or Software: (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.
10. Trade Control Laws. The Services or Software and your use of the Services and Software, are subject to U.S. and international laws, restrictions, and regulations that may govern the import, export, and use of the Services and Software. You agree to comply with all the laws, restrictions, and regulations.
11. 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, (a)  in the event of your or others’ unauthorized use of the Website, Services, or Software 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 Tippecanoe County, Indiana and we may recover all reasonable attorney fees and cost of collection.
12. Updates to the Terms. We may modify these Terms and any additional Terms to reflect changes to the law or changes to our Website, Services, or Software. You should look at the Terms regularly. By continuing to use or access the Website, Services, or Software after the revisions are in effect, you agree to be bound by the revised Terms.
13. Updates to the Website, Services, and Software. We may modify, update, or discontinue the Website and the Services and Software (including any portions or features) at any time, without liability to you or anyone else. However, if we discontinue Services or Software in their entirety, we may provide you with a pro rata refund for any unused fees for that Service or Software that you prepaid.
14. 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 Software; or (b) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code or any portion of any Service or Software. If the laws of your jurisdiction give you the right to decompile the Software to obtain information necessary to render the licensed portions of the Services or Software 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 or Software to ensure that our and our suppliers’ proprietary rights in the Services and Software are protected.
15. 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 Services or Software, your use of the Website, or your violation of the Terms.
16. Disclaimers of Warranties. The Website, Services, and Software 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 Website, Services, or Software will meet your requirements or will be constantly available, uninterrupted, timely, secure, or error-free; (b) the results obtained from the use of the Website, Services, or Software will be effective, accurate, or reliable; (c) the quality of the Website, Services, or Software will meet your expectations; or (d) any errors or defects in the Website, Services, or Software will be corrected.
    We specifically disclaim all liability for any actions resulting from your access of the Website or your use of any Services or Software. You may access the Website and use the Services or Software 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 Website will operate without interruption or error.
17. 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 Services or Software. 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 Service and Software 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 aparty 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.
18. 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 Website, Services, and Software 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 Website, Services, and Software are protected by copyright and trade dress. Nothing on our Website, Services, or Software 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 Website, Services, or Software, 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 Website, Services, or Software may be the Intellectual Property of their respective owners.
19. Links to Third-Party Websites. Our Website 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 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.
20. 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 Services, or other legally accepted means.
21. Non-Assignment / 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.  We may assign these Terms, in whole or in part, at any time without notice to you.
22. Headings. Headings used in these Terms are provided for convenience only andwill not be used to construe meaning or intent.
23. 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.
24. No Waiver. Our failure to enforce or exercise any provision of the Terms is not a waiver of that provision.
25. Miscellaneous.  This section, and sections 1, 5, 7 (for amounts incurred before the end of these Terms), 9, 11, 14, 15, 16, 17, 18, 19 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 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 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 11 (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 Software and/or 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.