Revised: March 1, 2019

AgencySmart, LLC 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, LLC 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, LLC.

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.
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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 http://www.agencysmart.com/license.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, LLC by completing a registration form. When registering with AgencySmart, LLC you agree to: (a) provide true, accurate, current and complete information about yourself as prompted by the Service’s registration form (such information being the “Registration Data”) and (b) 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).

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 ID and password, and are fully responsible for all activities that occur under your user ID or password. You agree to immediately notify AgencySmart, LLC of any unauthorized use of your user ID or password or any other breach of security. AgencySmart, LLC cannot and will not be liable for any loss or damage arising from any unauthorized use of your account.

1-year initial commitment is required to use the Services. An early termination fee of the lesser of $500.00 or the amount owed on the remaining term of your commitment will be charged to you if you cancel your contract prior to the end of your commitment.

C. CONSENT TO ELECTRONIC COMMUNICATIONS AND SOLICITATION.
By registering with AgencySmart, LLC, you understand that we may send you communications or data from AgencySmart, LLC regarding the Services, including but not limited to (i) notices about your use of the Services, including any notices concerning violations of use, (ii) updates, and (iii) promotional information and materials regarding AgencySmart, LLC’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.

D. USER CONDUCT/ACCEPTABLE USE POLICY.
You may not use the Services in any way that violates applicable federal, state, or international law, or for any unlawful purpose.

Without limitation, AgencySmart, LLC reserves the right to meter bandwidth or disk usage. Additionally, AgencySmart, LLC reserves the right to terminate your access to and use of the Services, if, in our view, your conduct fails to meet any of the following guidelines for User conduct:

• 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.
• You may not attempt to interfere with any other person’s use of the Services.
• You may not misrepresent your identity or impersonate any person.
• You may not attempt to gain access to any account, computers or networks related to the Services without authorization.
• 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.
• You may not attempt to charge others to use the Services either directly or indirectly.
• 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.
• 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.
• 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.
• You may not attempt to modify, translate, adapt, edit, copy, decompile, disassemble, or reverse engineer any software used or provided by AgencySmart, LLC 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, LLC. Should your access to and use of the Services be terminated, you have the right to appeal such termination by writing to support@agencysmart.com.

E. 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, LLC, 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, LLC and/or it suppliers, affiliates, or licensors. All rights reserved.

AgencySmart, LLC, the AgencySmart, LLC logo are including without limitation, either trademarks, service marks or registered trademarks of AgencySmart, LLC, and may not be copied, imitated, or used, in whole or in part, without AgencySmart, LLC 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, LLC 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.

F. THIRD PARTY CONTENT, SITES AND SERVICES.
The Services contain features and functionalities that may link you or provide you with certain functionality and access to third party content, including Web sites, directories, servers, networks, systems, information and databases, applications, software, programs, products or services, and the Internet as a whole. We may also provide some content to you as part of the Services. We are not responsible for any third party content you access with the Services, and you irrevocably waive any claim against us with respect to such sites and third-party content. You should make whatever investigation you feel necessary or appropriate before proceeding with any online or offline transaction with any of these third parties. You are solely responsible for your dealings with any third party related to the Services, including the delivery of and payment for goods and services.

G. PRIVACY.
You acknowledge and agree that AgencySmart, LLC may disclose your 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, LLC, its employees, users and third parties, and the public.

AgencySmart, LLC recognizes the sensitivity of information provided by you. AgencySmart, LLC undertakes not to intentionally disclose personal information to third parties without your consent unless obliged to do so by any law, regulation or other legally binding authority including but not limited to governmental request. AgencySmart, LLC undertakes every reasonable precaution to protect your information while it is stored on our servers and to provide secure transmission of information from your personal computers to the Site. The servers that contain personally identifiable information on are kept in a secure, controlled environment. Whilst every precaution is taken to ensure appropriate security measures are in place, AgencySmart, LLC 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, LLC may collect IP addresses of your computers for the purposes of system administration, and to audit the use of Services. We do not link IP addresses to anything personally identifiable, unless it is necessary to enforce compliance with Terms of Use or to protect the Service. 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.COM MAKES NO WARRANTIES.
AgencySmart, LLC intends for the information contained on its Site and Services to be accurate and reliable; however, errors sometimes may occur. In addition, AgencySmart, LLC may make changes and improvements to the information provided herein at any time.

AGENCYSMART.COM 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, AGENCYMART.COM, ITS AFFILIATES, RESELLERS, DISTRIBUTORS, SERVICE PROVIDERS AND/OR SUPPLIERS (EACH, AN “AGENCYSMART.COM PARTY,” AND COLLECTIVELY, THE “AGENCYSMART.COM PARTIES”) MAKE NO REPRESENTATIONS, WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED. THE AGENCYSMART.COM 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.COM 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.COM PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE EXCLUSION OF DAMAGES UNDER THIS SECTION IS INDEPENDENT OF YOUR EXCLUSIVE REMEDY 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 TO YOU. 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 ANY AGENCYSMART.COMPARTY WITH RESPECT TO THIS CONTRACT OR THE SERVICE, THEN YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SERVICE.

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.COM 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.COM IS NOT RESPONSIBLE OR LIABLE FOR (1) ANY VIRUSES OR OTHER DISABLING FEATURES THAT AFFECT YOUR 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 YOUR 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, LLC, 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, LLC 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, LLC 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 OR SUSPENDED, ANY DATA YOU HAVE STORED ON OUR SYSTEMS MAY NOT BE RETRIEVED LATER.

M. REFUNDS AND CANCELLATIONS

Given the nature of SaaS, we do not generally offer a refund or credit on a purchased subscription unless we have made changes to these terms that materially affect you to your detriment or under relevant consumer protection laws. If you would like to request a refund or credit you should open a help request. If you cancel a subscription due to us making a change to our terms that materially affects you to your detriment then you will receive a refund for any whole unused months remaining in your subscription period.

We will assess refund or credit requests on their merits. There is generally no obligation to provide a refund or credit in situations like the following:

• you have changed your mind about your subscription;
• you subscribed by mistake;
• you do not have sufficient expertise to use the Items made available; or
• you ask for goodwill;

If we decide to issue a refund or credit, this will generally be done using the same manner used to make the purchase. Any payment made to you will be made in US Dollars, under the rules of the payment method.

It is important that you understand how refunds work.

Disputes lodged with payment agents: If, as a Subscriber, you lodge a dispute with a credit card issuer, this will result in a freezing of your AgencySmart subscription and your account until the dispute raised with the credit card issuer has been cancelled. This makes it very complex to resolve any related issues so we encourage you to contact us directly first to see if we can help resolve any concerns.

N. 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 your 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, LLC or relating in any way to your 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, LLC or its affiliates, subsidiaries, employees, contractors, officers, directors, telecommunication providers and content providers.

O. NOTICES TO AGENCYSMART, LLC.
You may notify us by e-mail at: support@agencysmart.com or:
271 Route 46 West, Suite G-206
Fairfield, NJ 07004
United States of America

P. OTHER TERMS.
If any part of these Terms of Use are 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.

Q. MISCELLANEOUS.
AgencySmart, LLC 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, LLC 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.