Subscription Terms

Subscriber Terms
These Subscriber Terms (the “Agreement”) are entered into by and between AgentAdvice.com (“AgentAdvice.com”) and you (“Subscriber”). This Agreement shall be effective (the “Effective Date”) on the earliest of (a) the date you completed an order on AgentAdvice.com (“Order”); or (b) your use of the Service.

 1.  Services

a)  AgentAdvice.com shall make the Service purchased under the Order available to Subscriber pursuant to this Agreement during the applicable Subscription Term stated on the Order.

b)  Subscriber shall not make the Service available to, or use any Service for the benefit of, anyone other than it.

c)  AgentAdvice.com may suspend the account of Subscriber or any of its end users who (a) violates this Agreement or AgentAdvice.com’s Terms of Use (https://www.agentadvice.com/terms-of-use-privacy-policy/); or (b) is using the Service in a manner that AgentAdvice.com reasonably believes may cause a security risk, a disruption to others’ use of the Service, or liability for AgentAdvice.com.

d)  AgentAdvice.com offers products and services from third parties to Subscriber, as well as featuring advertisements and promotions from third parties or may otherwise provide information about or links or referrals to third-party products or services (“Third Party Products and Services”). AgentAdvice.com does not make any guarantees about the accuracy, currency, suitability, or quality of the information about such Third Party Products and Services, and AgentAdvice.com assumes no responsibility for unintended, objectionable, inaccurate, misleading, or unlawful content made available by Third Party Products and Services. Because AgentAdvice.com does not control such Third-Party Products and Services, AgentAdvice.com is not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings with any Third Party Products and Services, and Subscriber uses such Third Party Products and Services at their own risk. Subscriber’s dealings or correspondence with such Third-Party Products and Services, and any terms, conditions, warranties, or representations associated with such dealings are solely between Subscriber and such third party. Subscriber should investigate and use their independent judgment regarding the merits, quality, and reputation of any Third Party Products and Services that Subscriber finds on or through AgentAdvice.com.

2.  Warranties

EXCEPT AS EXPRESSLY PROVIDED FOR IN THIS SECTION, TO THE FULLEST EXTENT PERMITTED BY LAW, THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND AGENTADVICE.COM EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. SUBSCRIBER ACKNOWLEDGES THAT AGENTADVICE.COM DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE. AGENTADVICE.COM IS NOT RESPONSIBLE FOR AND DISCLAIMS ALL LIABILITY RELATED TO DELAYS, DELIVERY FAILURES, INTERCEPTION, ALTERATION, OR OTHER DAMAGE RESULTING FROM MATTERS OUTSIDE OF ITS CONTROL, INCLUDING PROBLEMS INHERENT IN THE USE OF THE INTERNET, MOBILE AND PERSONAL COMPUTING DEVICES, TRANSMISSION OF ELECTRONIC COMMUNICATIONS OVER THE INTERNET OR OTHER NETWORKS, AND THIRD PARTY HOSTING SERVICE PROVIDERS.

3.  Fees and Payment

a)  Subscriber’s subscription fees are set forth in the applicable Order. Subscriber shall pay all fees when due and is responsible for providing complete and accurate billing information to AgentAdvice.com. If such fees are being paid via credit card or other electronic means, Subscriber authorizes AgentAdvice.com to charge such fees using Subscriber’s selected payment method. Payment obligations are non-cancelable and fees paid are non-refundable unless otherwise provided herein. Where Subscriber designates use of a third-party payment processor network (such as a payment agent, for example), Subscriber shall be responsible for payment of all fees and charges associated with use of such network. AgentAdvice.com reserves the right to suspend Subscriber’s account, in addition to all of its other available rights and remedies, in the event that Subscriber’s account becomes overdue. Suspension shall not relieve Subscriber’s obligation to pay amounts due.

b)  Subscriber agrees that its subscription will automatically renew on an annual or monthly basis depending on the Order (the “Renewal Date”). Subscriber authorizes AgentAdvice.com to automatically charge Subscriber for the applicable fees on or after the Renewal Date unless the Subscription has been terminated or cancelled in accordance with this Agreement. Subscriber must cancel its subscription prior to the Renewal Date in order to avoid billing of the next period’s subscription fees. If Subscriber chooses to cancel its subscription during the subscription term, Subscriber may use the Service until the end of its then-current subscription term or renewal period, but will not be issued a refund for the most recently (or any previously) charged fees.

c)  For monthly subscriptions, Subscriber authorizes AgentAdvice.com to automatically charge Subscriber for the first month upon the effective date of the Order. Subscriber further authorizes AgentAdvice.com to automatically charge Subscriber for the second month five (5) calendar days in advance of the first monthly Renewal Date. Thereafter, each successive month’s fee will be charged on the monthly Renewal Date.

4.  Term and Termination

This Agreement commences on the Effective Date and shall remain in effect until all subscriptions to the Service granted in accordance with this Agreement have expired or been terminated. Either party may terminate this Agreement (a) if the other party is in material breach of this Agreement and fails to cure such breach within thirty (30) days following receipt of written notice from the non-breaching party; or (b) as set forth in Order, and where the Order is silent, then the Agreement may only be terminated at the end of its then-current subscription term or renewal period. Upon expiration or termination of this Agreement for any reason, all subscriptions and any other rights granted to Subscriber under this Agreement shall immediately terminate, and AgentAdvice.com may immediately deactivate Subscriber’s account(s) associated with the Agreement. In no event will any termination relieve Subscriber of the obligation to pay any fees accrued or payable to AgentAdvice.com.

5.  Indemnification

Subscriber shall defend AgentAdvice.com, its Affiliates, and their employees, officers, and directors (together, the “AgentAdvice.com Indemnified Parties”) from and against third party claims, actions, and demands arising from its use of the Services, and Subscriber shall indemnify and hold the AgentAdvice.com Indemnified Parties harmless against any damages, reasonable attorneys’ fees, and costs finally awarded against AgentAdvice.com Indemnified Parties as a result of, or for any amounts paid by the AgentAdvice.com Indemnified Parties under the settlement of claim against AgentAdvice.com.

6.  Limitation of Liability

a)  IN NO EVENT SHALL AGENTADVICE.COM’S LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT (WHETHER IN CONTRACT, TORT, NEGLIGENCE OR UNDER ANY OTHER THEORY OF LIABILITY) EXCEED THE TOTAL AMOUNT PAID OR PAYABLE BY SUBSCRIBER HEREUNDER IN THE 12 MONTHS IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY.

b)  IN NO EVENT SHALL AGENTADVICE.COM OR ITS AFFILIATES HAVE ANY LIABILITY TO SUBSCRIBER FOR ANY LOST PROFITS, REVENUES, OR LOSS OF USE, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY AND WHETHER OR NOT AGENTADVICE.COM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE. THE FOREGOING DISCLAIMER SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

7.  Miscellaneous

a)  The Service is controlled and operated by AgentAdvice.com from its offices in the United States of America. Except as explicitly set forth herein, AgentAdvice.com makes no representations that the Services are appropriate for use in other jurisdictions. Those who access or use the Service from other jurisdictions do so at their own risk and are responsible for compliance with local laws.

b)  This Agreement and any disputes arising under it will be governed by the laws of the State of Texas without regard to its conflict of laws provisions, and each party consents to the personal jurisdiction and venue of the state or federal courts located in Austin, Texas. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.

c)  The parties agree that any and all disputes arising out of or in any way relating to this Agreement, including without limitation its existence, validity or termination, shall be resolved according to Texas law and exclusively by binding arbitration before a single arbitrator with the American Arbitration Association and pursuant to their then existing arbitration rules. The place of the arbitration will be Austin, Texas unless otherwise agreed upon by the parties. The arbitration will be conducted in English. The arbitrator shall provide detailed written findings of fact and conclusions of law in support of any award. Judgment upon any such award may be enforced in any court of competent jurisdiction. The parties further agree that the arbitration shall be conducted in their individual capacities only and not as a class action or other representative action, and the parties expressly waive their right to file a class action or seek relief on a class basis. Notwithstanding the foregoing, either party shall be entitled to seek injunctive relief to stop unauthorized use of the Service or infringement of Intellectual Property Rights. The parties further agree that the prevailing party in any action or proceeding to enforce any right or provisions under this Agreement, including any arbitration or court proceedings, will be entitled to recover its reasonable costs and attorneys’ fees.

d)  AgentAdvice.com may give general notices related to the Service that are applicable to all customers by email, text, in-app notifications, or by posting them on the AgentAdvice.com website or through the Service and such electronic notices shall be deemed to satisfy any legal requirement that such notices be made in writing. Notices to AgentAdvice.com must be sent to contact@AgentAdvice.com.

e)  AgentAdvice.com shall not be liable for delayed or inadequate performance of its obligations hereunder to the extent caused by a condition that is beyond AgentAdvice.com’s reasonable control, including but not limited to natural disaster, pandemic, civil disturbance, acts of terrorism or war, labor conditions, governmental actions, interruption or failure of the Internet or any utility service, failures in third-party hosting services, and denial of service attacks (each a “Force Majeure Event”). AgentAdvice.com shall be relieved from its obligations (or part thereof) as long as the Force Majeure Event lasts and hinders the performance of said obligations (or part thereof).

f)  Neither this Agreement nor any of the rights and licenses granted under this Agreement may be transferred or assigned by either party without the other party’s express written consent (not to be unreasonably withheld or delayed); provided, however, that either party may assign this Agreement and all Orders under this Agreement upon written notice without the other party’s consent to an affiliate or to its successor in interest in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets not involving a direct competitor of the non-assigning party. Any other attempt to transfer or assign this Agreement will be null and void. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties, their respective successors, and permitted assigns.

g)  AgentAdvice.com may revise this Agreement from time to time by posting the modified version on its website. By continuing to access or use the Service after the posted effective date of modifications to this Agreement, Subscriber agrees to be bound by the revised version of the Agreement.

h)  This Agreement, including all attachments, exhibits, addendums, and any Order(s) hereunder, constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes and replaces any prior or contemporaneous representations, understandings and agreements, whether written or oral, with respect to its subject matter. To the extent of any conflict or inconsistency between the provisions of the Agreement and any Order, the Agreement shall prevail.