Effective July 20, 2018
WELCOME TO AGENTBRIGHT
EACH TIME THAT YOU ACCESS OR USE THE AGENTBRIGHT APPLICATIONS FOLLOWING INITIAL ACCOUNT REGISTRATION AND LOGIN, YOUR ACTION CONSTITUTES ACCEPTANCE OF THESE TERMS. IF YOU DO NOT ACCEPT THE TERMS OF THIS AGREEMENT IN ITS ENTIRETY, YOU MAY NOT ACCESS OR USE THE AGENTBRIGHT APPLICATIONS.
AGENTBRIGHT MAY AMEND THIS AGREEMENT AT ANY TIME BY POSTING A REVISED VERSION ON THE SITE. EACH REVISED VERSION WILL REFERENCE ITS EFFECTIVE DATE. IF THE REVISED VERSION MATERIALLY REDUCES YOUR RIGHTS OR INCREASES YOUR RESPONSIBILITIES, WE MAY POST IT IN ADVANCE OF THE EFFECTIVE DATE TO GIVE YOU NOTICE. YOUR CONTINUED ACCESS AND USE OF THE AGENTBRIGHT APPLICATIONS AFTER THE EFFECTIVE DATE OF THE REVISED VERSION OF THIS AGREEMENT CONSTITUTES YOUR ACCEPTANCE OF ITS TERMS.
The following definitions apply to these Terms:
- This Site is owned and operated by AgentBright, Inc. a Connecticut corporation (“we”, “us” or “AgentBright”).
- The “Site” refers to AgentBright.com and its related pages, also known as the AgentBright.com marketing site.
- The “Service” refers to all software, mobile apps, websites, assessment tools and related services provided to You by AgentBright.
- “AgentBright Application” refers to AgentBright’s software application that allows Users to manage, create and update Contacts, Leads, Clients and Tasks as well as send and receive Emails with your existing Email and send and receive Email Campaigns and other related information for the User (and those whom the User grants permission to access the information).
- “AgentBright Assessment” refers to AgentBright tools to provide insight to the User’s goals and business process.
- “Team” refers to an individual(s) who the User has granted access to information.
- “You,” “Your,” or “User” refers to anyone accessing or subject to the Service, including any team member, or user of the AgentBright Application and/or AgentBright Assessment.
- Other terms/definitions are contained within as mentioned.
2) Your Content
The “AgentBright Application” Service allows You to manage, create and update Contacts, Leads, Clients and Tasks, send and receive Email, send Email Campaigns and other related information (together the “User Content”) and to share that User Content with others. The “AgentBright Assessment” provides you insight on Your goal’s and business processes based on your User Content answers to a series of questions. You retain ownership of your User Content, but by uploading it onto the Service, you are granting us a license to use, copy, reproduce, process, adapt, publish, transmit, host and display that User Content for the purpose of (i) providing you the Service and associated support; and (ii) analyzing and improving the operation of the Service.
You Agree that:
- You are solely responsible for any consequences, losses, or damages that we may directly or indirectly incur or suffer due to any unauthorized activities conducted by you, as explained in this Terms agreement, and may incur criminal or civil liability for any such unauthorized activities.
- You affirm, represent and warrant to us that you own or have the necessary licenses, rights, consents, and permissions to publish any and all transaction or other data that you enter into the Service or otherwise submit to us (the “User Content”) and is your sole responsibility.
- In accessing and using the Site and the Services, you may enter into the Site, Services or otherwise submit to us certain documents; data, including, without limitation, data pertaining to particular real estate transactions or email campaigns; and content (collectively, your “User Content”). You hereby license to AgentBright all patent, trademark, trade secret, copyright or other proprietary rights in and to such User Content. For the avoidance of doubt, as between you and AgentBright, you retain full ownership of your Content, and no provision of this Agreement shall be construed as you forfeiting or transferring to us and ownership rights in or to your User Content. AgentBright claims no ownership or control over any User Content.
- By submitting, posting or displaying User Content which is intended to be shared or made available to the general public, including through AgentBright you grant AgentBright a worldwide, non-exclusive, royalty-free license to reproduce, adapt, distribute and publish such User Content through the Service and for the purpose of promoting AgentBright and its services.
- You hereby grant to us a limited right and license to use, publish, display, and reproduce your User Content on and through the Site and the Services solely to the extent necessary for us to enable you to access and fully use the Services.
- As a condition of using the Service, You agree not to use the Service to infringe the intellectual property rights of others in any way. You represent that You have the right to grant, or that the holder of any rights, including moral rights in such content has completely and effectively waived all such rights and validly and irrevocably granted to You the right to grant, the license stated above. Subject to the foregoing, the owner of such User Content placed in the Service retains any and all rights that may exist in such User Content.
- In addition to our use of the User Content, we may provide various open communication tools on our Service, such as blog comments, blog posts, public chat, forums, message boards, newsgroups, product ratings and reviews, various social media services, etc. You understand that generally we do not pre-screen or monitor the content posted by users of these various communication tools, which means that if you choose to use these tools to submit any type of content to our Service, then it is your personal responsibility to use these tools in a responsible and ethical manner. By posting information or otherwise using any open communication tools, you agree that you will not upload, post, share, or otherwise distribute any content that:
- Is illegal, threatening, defamatory, abusive, harassing, degrading, intimidating, fraudulent, deceptive, invasive, racist, or contains any type of suggestive, inappropriate, or explicit language;
- Infringes on any trademark, patent, trade secret, copyright, or other proprietary right of any party;
- Contains any type of unauthorized or unsolicited advertising; or
- Impersonates any person or entity, including any AgentBright employees or representatives.
- If You post User Content in any public area of the Service, You also permit any User to access, display, view, store and reproduce such User Content for personal use.
- We have the right to remove any Content that we, in our sole discretion, determine (a) does not comply with the terms and conditions of this User Agreement or (b) is otherwise offensive, harmful, objectionable, inaccurate, or violates any third party copyrights or trademarks. We are not responsible for any delay or failure in removing such content. If you post content that we choose to remove, you hereby consent to such removal, and consent to waive any claim against us. AgentBright reserves the right to expel Users and prevent their further access to the Services for violating these terms or applicable laws, rules or regulations. AgentBright may take any action with respect to User Content that it deems necessary or appropriate in its sole discretion if it believes that such User Content could create liability for AgentBright, damage AgentBright’s public image or business. It is AgentBright’s policy to terminate the accounts of any Users who are repeat infringers of the copyrights, or other intellectual property rights, of others.
We reserve the right to remove Content on the Service that violates these Terms or that we otherwise reasonably believe may create liability for AgentBright.
3) Your Obligations
In order to use AgentBright, You must:
- Your use of the Service is at your sole risk. The service is provided on an “as is” and “as available” basis. Technical support is only provided to paying account holders and is only available via email.
- You are responsible maintaining the security of your account and password. AgentBright cannot and will not be liable for any loss or damage from your failure to comply with this security obligation. We’re not responsible for any losses due to stolen or hacked passwords. You should notify AgentBright immediately if you become aware of any breach of security or unauthorized use of your account. We don’t have access to your current password, and for security reasons, we may only reset your password.
- One or more of the Services may use your email address as the primary mechanism for retrieving a forgotten password or resetting your password. As such, anyone who has login capabilities to your email account will also have the capability to reset and/or retrieve your password. Accordingly, you are responsible for all activities that occur under your account(s).
- You are responsible for all Content posted and activity that occurs under your account (even when Content is posted by others who have accounts under your account).
- One person or legal entity may not maintain more than one free account.
- Your login may only be used by one person – a single login shared by multiple people is not permitted. You may purchase additional licenses. You may never use another user’s account without permission.
- You may not disassemble, decompile or reverse engineer the Service or attempt or assist anyone else to do so, unless such restriction is prohibited by law
- You must be a human. Accounts registered by “bots” or other automated methods are not permitted.
- You may not use the Service for any illegal or unauthorized purpose. You must not, in the use of the Service, violate any laws in your jurisdiction (including but not limited to copyright laws).
- You may not rent, lease, lend, sell, redistribute or sublease the Service.
- With regards to Email and Email Campaigns, You promise to follow these rules:
- You won’t send Spam! By “Spam,” we mean the definition on the Spamhaus website.
- You won’t use purchased, rented, or third-party lists.
- You must not upload, post, host, or transmit unsolicited email, SMSs, or “spam” messages.
- You won’t send inappropriate and/or unlawful content (as defined in these Terms) using the AgentBright Email and Email Campaign Services.
- Our Service is not intended for use by persons under the age of 18. By using the Service you are representing to us that you are over the age of 18.
- You’ll provide all documents and take all actions that are necessary to meet your obligations under these Terms.
By using AgentBright you represent and warrant that you meet all the requirements listed above, and that you won’t use AgentBright in a way that violates any laws or regulations. AgentBright may refuse service, close accounts, and change eligibility requirements at any time.
Users who violate these Terms may have their access and use of the AgentBright Applications suspended or terminated, at AgentBright’s discretion. The failure of AgentBright to exercise or enforce any right or provision of the Terms of Service shall not constitute a waiver of such right or provision.
4) General Rules & Abuse
- You understand that the technical processing and transmission of the Service, including your Content, may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices
- You understand that AgentBright uses third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to run the Service. You must not modify, adapt or hack the Service or modify another website so as to falsely imply that it is associated with the Service, AgentBright, or any other AgentBright service.
- You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Service, or access to the Service without the express written permission by AgentBright.
- You may only use our bandwidth for your AgentBright emails, and we may throttle your sending at our discretion.
- You must not transmit any worms or viruses or any code of a destructive nature. If your bandwidth usage exceeds 500 MB/month, or significantly exceeds the average bandwidth usage (as determined solely by AgentBright) of other AgentBright customers, we reserve the right to immediately disable your account or throttle your file hosting until you can reduce your bandwidth consumption.
You are granted a limited, non-exclusive right to create a text hyperlink to the Site, provided such link does not portray AgentBright any of its products or services, in a false, misleading, derogatory or otherwise defamatory manner and provided further that the linking site does not contain any adult or illegal material or any material that is offensive, harassing or otherwise objectionable. This limited right may be revoked at any time. You may use a AgentBright logo or other proprietary graphic to link to this Site without the express written permission of AgentBright as long as the manner of your use is not objectionable to AgentBright. In the event that AgentBright objects to your use of the AgentBright logo or other proprietary graphic, you agree to cease using them. Further, you may not use, frame or utilize framing techniques to enclose any AgentBright trademark, logo or other proprietary information, including the images found at the Site, the content of any text or the layout/design of any page or form contained on a page on the Site without AgentBright ‘ express written consent. Except as noted above, you are not conveyed any right or license by implication, estoppel or otherwise in or under any patent, trademark, copyright or proprietary right of AgentBright or any third
7) Advertisements and Promotions
AgentBright may run advertisements and promotions from third parties on this Service. Your business dealings or correspondence with, or participation in promotions of, advertisers other than AgentBright, and any terms, conditions, warranties or representations associated with such dealings, are solely between you and such third party. AgentBright is not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such third party.
8) Your Use of Third Party Applications, Content and Linking to Other Websites
a) Third Party Content
The Service may enable access to the AgentBright and the parties’ websites, as well as the websites of third parties (collectively, the “Websites”). The Websites may display, include, or make available content, data, information, applications or materials from third parties, including Your data, or provide links to additional third-party websites (“Data and Materials”). By using the Service, You acknowledge and agree that AgentBright is not responsible for examining or evaluating the content, accuracy, completeness, timeliness, validity, copyright or trademark compliance, legality, decency, quality or any other aspect of the Websites. AgentBright does not warrant or endorse and does not assume and will not have any liability or responsibility to You or any other person for any data and materials on the Websites. To the extent You choose to access such Websites, You do so at Your own initiative and are responsible for compliance with any applicable laws, including, but not limited to, applicable local laws. AgentBright reserves the right to change, suspend, remove, or disable access to the Websites at any time without notice. In no event will AgentBright be liable for the removal of or disabling of access to any such Websites. AgentBright may also impose limits on the use of or access to certain Websites, in any case and without notice or liability. You agree to use the Websites at Your sole risk and that AgentBright shall not have any liability to You for content that may be found to be offensive, indecent, or objectionable.
b) Third Party Services
The Site may also contain, provide information regarding or link to certain applications and services provided or offered by third parties (collectively the “Third-Party Services”). AgentBright is merely an information provider and is not a referral service, and it does not recommend or endorse any such Third-Party Services or monitor or have any control over such Third-Party Services. Therefore, AgentBright makes no guarantee, representation or warranty of any kinds as to the quality, competency, value, reliability, responsiveness, accuracy or completeness of any such Third-Party Services or the results obtained therefrom, and AgentBright assumes no responsibility or liability for any Third Party Services or for the actions or failure to act of those providing such Third-Party Services. You assume full responsibility for your use of any such Third-Party Services, and AgentBright is not responsible or liable for any Third-Party Services.
9) Consent to Use of Data
10) Charges/ Billing/Refund Policy
AgentBright provides two products:
10a AgentBright Assessment Tool
The AgentBright Assessment Tool is priced individually and/or available through Brokers. The Terms begin upon providing your email address. Initial headline results are provided free of charge. The User (or the Broker on behalf of the User) has the option of purchasing the Full Report. The Full Report will be charged based on a valid credit card (number, expiration, CVC and zip code) for the amount Advertised. Pricing may vary from time to time and is published on checkout. Once the credit card has been charged, there is no refund under any circumstances. Upon checkout, you will create a Password and You will be sent a link with your Survey Results and can log in for up to 12 months after taking the Survey for your results with a your email and Password.
10b AgentBright Appplication
In the event that you begin using the AgentBright Appplication as part of a free trial for a specified period of time, once such specified period of time expires, you will be required to establish a paid account in order to access the AgentBright Application. We reserve the right to block you from any and all features if you don’t have a paid account.
Once a “Free Trial” expires, there is a monthly charge to subscribe to the AgentBright product, and it is completely optional for you to subscribe to it. The exact pricing amount can be found within your AgentBright account. From time-to-time, we offer special promotional offers for initial trials. Trials can not be transferred.
These Terms shall begin upon Your registration for the Services and shall continue until Your use of the Service is terminated by you or by AgentBright. You are responsible for all fees due to AgentBright prior to the termination date. If you sign up for AgentBright on behalf of a company, brokerage or other entity, you represent and warrant that you have the authority to accept these Terms on their behalf.
Once you subscribe to a “Paid Account”, a valid credit card is required for all accounts. The Service is billed in advance on a monthly basis and is non-refundable. Once you establish a “Paid Account”, , we will charge you for the AgentBright Appplication on an automatic recurring subscription basis, which means that your credit card will be billed automatically every month or every year, as applicable and as specified at the time that you initially subscribe, without any additional authorizations from you after you initially submit your credit card in our system and subscribe to a paid account. The amount of each automatic monthly or annual recurring subscription charge will depend on the original subscription price.
For any upgrade or downgrade in plan level, your credit card that you provided will automatically be charged the new rate on your next billing cycle. Downgrading your Service may cause the loss of Content, features, or capacity of your Account. AgentBright does not accept any liability for such loss.
There are no refunds or credits for partial months of service, upgrade/downgrade refunds, or refunds for months unused with an open account. To treat everyone equally, no exceptions can be made. All fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties, excluding only United States (federal or state) taxes.
You can cancel your account at any point in time by accessing the Billing Page and selecting the “Cancel”. You will receive email confirmation and be able to continue to use AgentBright effective as of the last day of the your current billing cycle. Subscription cancellation requests made under any other method by you will not be honored, and you will be responsible for all future payments that continue to be charged to your account until you cancel your subscription in the manner required above. If you cancel your AgentBright subscription and decide to re-subscribe to it within 90 days of cancelling, you must retroactively pay for the months when you cancelled.
If your credit card payment fails at any time, you will need to either A) make the funds available with your existing credit card on file so that we can re-process the payment, or B) log in to the Service to delete the current credit card on file, and provide a new credit card with available funds.
After your credit card payment fails the first time, we will automatically try re-processing your payment two more times. If your payment fails three consecutive times, then your subscription will automatically be cancelled, and you’ll need to re-subscribe in order to access your account.
AgentBright reserves the right to keep trying to re-process your card at any point within 30 days after the credit card payment fails upon your subscription renewal, unless you formally cancel your paid subscription (as stated above in the section on how to cancel your subscription). If we are able to successfully re-process your credit card payment at any point within 30 days after your third credit card payment fails upon your subscription renewal, your subscription will automatically be re-instated. If your payment doesn’t clear when we try and re-process it, then you will not be able to access your account until you formally re-subscribe on your own.
We will use industry standard technical and organizational security measures in connection with the storage, processing and transfer of your Content that are designed to protect the integrity of that Content and to guard against unauthorized or unlawful access to, use of, or processing of such Content.
12) Data Transfer
In connection with providing You the Service AgentBright may transfer, store and process your Content in the U.S. or in any other country in which AgentBright or its agents maintain facilities. By using the Service You consent to this transfer, processing and storage of your Content.
You or AgentBright may terminate this Agreement at any time and for any reason with or without Notice to the other party. Upon the termination of these Terms, the Service and all updates may cease to properly function and all warranties, express or implied, regarding the Service shall terminate. Your rights under these terms will automatically terminate without notice from the AgentBright if You fail to comply with any provision of these Terms. Further, AgentBright may terminate the Service for any action taken by You that AgentBright believes in its sole discretion is an inappropriate use of the Service even if not specifically detailed by these Terms, including, any use of the Service that is prohibited by federal, state, or local law.
The parties expressly acknowledge and agree that all provisions of these Terms that concern Copyright or other protectable interests of AgentBright shall remain in full force and effect notwithstanding termination of any warranty or use of the Service.
We may, but have no obligation to, remove Content and Accounts containing Content that we determine in our sole discretion are unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or violates any party’s intellectual property or these Terms of Service. Verbal, physical, written or other abuse (including threats of abuse or retribution) of any AgentBright customer, employee, member, or officer will result in immediate account termination.
Upon suspension or termination, your right to use the Service we provide will immediately cease, and we reserve the right to remove or delete any information that you may have on file with us, including any account or login information.
We do not honor requests to delete accounts from our system. Once you create an account, it will remain in our database, system, Service, et. al for as long as we choose to leave it there.
14) Modifications to the Service
The Service may be modified from time to time, often without prior notice to you. Your continued use of the Service constitutes your acceptance of such modifications. If you are not satisfied with a modification we make to the Service, your sole remedy is to terminate your use of the Service.
15) Proprietary Nature of the Service (Trademarks/Copyright and Limited License)
You shall respect our proprietary rights in the Service and the software used to provide AgentBright. Proprietary rights include, but are not limited to, any patents, trademarks, service marks and copyrights.
16a – Trademarks
The Service is ©2013-2018 AgentBright, Inc. “AgentBright”, the AgentBright logo and any other product or service name or slogan displayed on the Site are trademarks of AgentBright and its suppliers or licensors, and may not be copied, imitated or used, in whole or in part, without the prior written permission of AgentBright or the applicable trademark holder. You may not use any metatags CSS/HTML or any other “hidden text” utilizing ” AgentBright ” or any other name, trademark or product or service name of AgentBright without our prior written permission. In addition, the look and of the Site, including all page headers, custom graphics, button icons and scripts, is the service mark, trademark and/or trade dress of AgentBright and may not be copied, imitated or used, in whole or in part, without our prior written permission. All other trademarks, registered trademarks, product names and AgentBright names or logos displayed on the Site are the property of their respective owners.
16b – Copyright and Limited License
Unless otherwise indicated, the Service itself, including, without limitation, the AgentBright logo, and all designs, text, graphics, pictures, information, data, software, sound files, other files and the selection and arrangement thereof (collectively, the “Materials”) are the property of AgentBright and its licensors and are protected by U.S. and international copyright laws.
You are granted a limited, non-sublicensable license to access and use the Service. Such license is subject to these Terms and does not include or authorize: (a) any resale or commercial use of the Service or the Materials therein; (b) the distribution, public performance or public display of any Materials; (c) modifying or otherwise making any derivative uses of the Service or the Materials, or any portion thereof; (d) use of automated means, including spiders, robots, crawlers, data mining tools, or the like to download data from the Service; (e) downloading (other than page caching) of any portion of the Service, the Materials or any information contained therein, except as expressly permitted; (f) any attempt to gain unauthorized access to AgentBright’s computer systems or engage in any activity that disrupts, diminishes the quality of, interferes with the performance of, or impairs the functionality of the Site; or (g) any use of the Service or the Materials other than for their intended purpose; (h) use of any portion of the Service or the Materials as a destination linked from any unsolicited bulk messages or unsolicited commercial messages; (i) any use of the Service or the Materials other than for their intended purpose; (j) copying, modifying, creating a derivative work of, reverse engineering, decompiling or otherwise attempting to extract the source code of any software or any part thereof, unless this is expressly permitted or required by law, or unless you have been specifically told that you may do so by AgentBright, in writing. Any use of the Service or the Materials other than as specifically authorized herein, without the prior written permission of AgentBright, is strictly prohibited and will terminate the license granted herein. Such unauthorized use may also violate applicable laws including without limitation copyright and trademark laws and applicable communications regulations and statutes. Unless explicitly stated herein, nothing in these Terms shall be construed as conferring any license to intellectual property rights, whether by estoppel, implication or otherwise. This license is revocable at any time for any reason by AgentBright. The parties acknowledge that any violation of this provision will cause irreparable harm to AgentBright. As a consequence, the parties agree that if You fail to abide by these Terms, AgentBright will be entitled to specific performance, including immediate issuance of a temporary restraining order or preliminary injunction enforcing these Terms, and to judgment for damages caused by such breach, and to any other remedies provided by law.
16) Disclaimer of Warranty
YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE SERVICE IS AT YOUR SOLE RISK.
AGENTBRIGHT CANNOT AND DOES NOT WARRANT THE SERVICE WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT THE INFORMATION OBTAINED BY USING THE SERVICES WILL BE ACCURATE OR RELIABLE OR THAT DEFECTS IN THE SERVICE (OPERATIONS, FUNCTIONALITY OR OTHERWISE) WILL BE CORRECTED. FURTHERMORE, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE REOURCES IS DONE AT YOUR OWN DISCRETION AND RISK.
AS SUCH, YOU SHALL NOT RELY EXCLUSIVELY ON THE SERVICE FOR ANY REASON. THE SERVICE AND ANYTHING RELATED THERETO ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND AGENTBRIGHT HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE SERVICE AND ANYTHING RELATED THERETO, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY AGENTBRIGHT OR ITS AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY.
The Service is controlled, operated and hosted from within the U.S. We make no representations that the Service is appropriate or available for use in other locations. Those who access or use the Service from other jurisdictions do so at their own risk and are responsible for compliance with all applicable United States and local laws and regulations, including but not limited to export and import regulations.
17) Limitation of Liability
AGENTBRIGHT SHALL NOT BE RESPONSIBLE FOR ANY LOSS OR DAMAGE TO YOU OR ANY THIRD PARTIES CAUSED BY THE SERVICE OR INFORMATION CONTAINED IN THE SERVICE. YOU WAIVE ANY AND ALL CLAIMS YOU MAY HAVE AGAINST AGENTBRIGHT ARISING OUT OF THE PERFORMANCE OR NONPERFORMANCE OF THE SERVICE. YOU SPECIFICALLY WAIVE ANY AND ALL CLAIMS YOU MAY HAVE AGAINST AGENTBRIGHT AS A RESULT OF INCORRECT INFORMATION CONTENT DISPLAYED BY THE SERVICE OR CHANGES TO CONTENT MADE BY YOU. AGENTBRIGHT SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGE, WHETHER BASED ON CONTRACT OR TORT OR ANY OTHER LEGAL THEORY, ARISING OUT OF ANY USE OF THE SERVICE OR ANY PERFORMANCE OF THESE TERMS, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, CANCELLATION, LOSS OF ACCCESS, DOWNTIME, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE SERVICE, EVEN IF AGENTBRIGHT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL AGENTBRIGHT’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES (OTHER THAN AS MAY BE REQUIRED BY APPLICABLE LAW IN CASES INVOLVING PERSONAL INJURY) EXCEED THE AMOUNT ACTUALLY PAID BY YOU TO AGENTBRIGHT FOR THE SERVICE IN THE 365 DAYS IMMEDIATELY PRECEDING THE DATE THAT AGENTBRIGHT RECEIVES NOTICE OF A CLAIM IN WRITING FROM YOU. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”
18) Dispute Resolution.
*Informal Efforts – *You agree that prior to filing any claim against AgentBright relating to or arising out of these Terms you will first contact us at email@example.com to provide us with an effort to resolve the issue in an informal manner.
Arbitration – If such dispute is not resolved to our mutual satisfaction within 30 days of submission, then either party may bring a formal claim, which claim shall be resolved through final and binding arbitration administered by the American Arbitration Association (“AAA”).
Except for the right of a party to apply to a court for a temporary restraining order, preliminary injunction or other equitable relief, any controversy or claim arising out of or relating to this Agreement that cannot be resolved through negotiation will be resolved by binding arbitration before a single arbitrator in accordance with the Commercial Arbitration Rules of the American Arbitration Association.
If the parties cannot agree on a single arbitrator, the arbitrator will be selected by the American Arbitration Association. All arbitration proceedings will occur in English and will be held in Essex, Connecticut, USA.
The award of the arbitrator shall be binding and may be entered as a judgment in any court of competent jurisdiction. The cost of the arbitration shall be borne equally by the parties. Neither party nor the arbitrator may disclose the existence or results of any arbitration hereunder. The authority of the arbitrator to award damages in any event is and shall be limited by this Agreement.
*Arbitration Procedures and Fees- *The AAA will administer arbitration proceedings under its Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes. Arbitration will be held in the United States county where you live or work, in San Francisco, CA, or in any other location we agree to. The AAA rules will govern payment of all arbitration fees. Asana will pay all arbitration fees for claims less than $75,000. If you receive an arbitration award that is more favorable than any offer we make to resolve the claim, we will pay you $1,000 in addition to the award. Asana will not seek its attorneys’ fees and costs in arbitration unless the arbitrator determines that your claim is frivolous.
Judicial Forum – In the event that the agreement to arbitrate is found not to apply to your claim, then you and Asana agree that any judicial proceedings will be brought in the federal or state courts in Middletown, Connecticut and both parties consent to venue and personal jurisdiction there.
19) Miscellaneous Provisions
- No Class Actions –ALL CLAIMS MUST BE BROUGHT ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. CLASS ARBITRATIONS, CLASS ACTIONS, PRIVATE ATTORNEY GENERAL ACTIONS, AND CONSOLIDATION WITH OTHER ARBITRATIONS ARE NOT ALLOWED.
- Choice of Law. Regardless of the place of execution, delivery, performance or any other aspect of these Terms, these Terms and all of the rights of the parties under these Terms shall be governed by, construed under, and enforced in accordance with the procedural and substantive law of the State of Connecticut, United States of America, to the exclusion of any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of these Terms to the substantive law of another jurisdiction.
- Jurisdiction. You consent to personal jurisdiction in any of the state courts sitting in Middlesex County, Connecticut, United States of America, and agree that any suit arising under these Terms shall exclusively be commenced and maintained in such courts.
- Indemnity. You agree to and hold AgentBright and (as applicable) its related entities, affiliates, and AgentBright’s and their respective officers, directors, agents, and employees, harmless from and against any and all claims, demands, proceedings, expenses, losses (including attorney fees) and damages (actual, special, and consequential) of every kind and nature, known and unknown, including reasonable attorney fees, made by any third party due to or arising out of Your breach of these Terms or Your violation of any law or the rights of any third party.You also agree to indemnify and hold us harmless from any losses (including attorney fees) that result from claims by third parties that you or someone using your password behaved in a way that, if true, would violate any of these Terms.
- Attorney Fees and Expenses. In a dispute arising out of or related to these Terms, AgentBright shall have the right to collect reasonable attorney fees and costs and necessary expenditures from You.
- If you violate these Terms, then we may seek injunctive relief (meaning we may request a court order to stop you) or other equitable relief.
- If we have to provide information in response to a subpoena related to your account, then we may charge you for our costs.
- Whilst we appreciate these terms are not for everyone, there are no no changes, no exceptions to changing these Terms. If you are not satisfied with these Terms, don’t use the Service.
20) Force Majeure
We won’t be held liable for any delays or failure in performance of any part of the Service, from any cause beyond our control. If the performance of any part of this Agreement by either party is prevented, hindered, delayed or otherwise made impracticable by reason of any flood, riot, fire, judicial or governmental action, labor disputes, act of God or any other causes beyond the control of either party, that party shall be excused from such to the extent that it is prevented, hindered or delayed by such causes.
21) No Rights Granted; Non-Assignability
These Terms do not constitute a grant or an intention or commitment to grant any right, title, or interest in the Service or AgentBright’s trade secrets to You. You may not sell or transfer any portion of the Service to any third party. You shall not identify the Service as coming from any source other than AgentBright. These Terms are exclusive and personal to You. You shall not assign or otherwise transfer any rights or obligations under these Terms.
Even if this Agreement is terminated, the following sections will continue to apply: Proprietary Rights Owned by Us, Proprietary Rights Owned by You, Compliance with Laws, Limitation of Liability, No Warranties, Indemnity, Choice of Law, Severability and Entire Agreement.
23) Entire Agreement; Severability
If a provision of these Terms is found to be unenforceable, the remaining provisions of these Terms will remain in full force and effect and an enforceable term will be substituted reflecting as closely as possible our original intent. AgentBright’s failure to enforce any provision of these Terms shall not be deemed a waiver of its right to do so later.
No waiver of any term, provision or condition of this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or shall constitute, a waiver of any other term, provision or condition hereof, whether or not similar, nor shall such waiver constitute a continuing waiver of any such term, provision r condition hereof. No waiver shall be binding unless executed in writing by the party making the waiver.
25) Compliance with Laws
You represent and warrant that your use of AgentBright will comply with all applicable laws and regulations. You’re responsible for determining whether our Services are suitable for you to use in light of any regulations like HIPAA, GLB, EU Data Privacy Laws, or other laws.
If you’re located in the European Economic Area (EEA) or send to anyone in the EEA, you represent and warrant that in creating your Email distribution list, sending Emails via AgentBright and collecting information from sending Emails, you:
- Have complied, and will comply, with all regulations, as well as data protection, electronic communication, and privacy laws that apply to the countries where you’re sending any form of email through AgentBright.
- Have collected, stored, used and transferred all data relating to any individual in compliance with all data protection laws and regulations. You have permission to allow AgentBright to receive and process data and send communications to that individual on your behalf.
26) 27. U.S. Export Controls
The software that supports the Services (the “Software”) is subject to United States export controls. None of the Software may be downloaded or otherwise exported or re-exported in violation of United States export laws. You’re downloading and using the Software at your own risk.
27) Notice to U.S. Government End Users
The Service, Software and Website, including all documentation, are “Commercial Items,” as that term is defined at 48 C.F.R. §2.101, and consist of “Commercial Computer Software” and “Commercial Computer Software Documentation.” The Commercial Computer Software and Commercial Computer Software Documentation are licensed to U.S. Government end users:
- only as Commercial Items,
- with the same rights as all other end users, and
- according to the Terms
- Published and Unpublished rights are reserved under the copyright laws of the United States. Manufacturer is AgentBright, Inc, 5 Essex Square, Essex, CT 06426.
28) Notification of Security Breach
In the event of a security breach that may affect you or anyone on your Email distribution lists (each a “List”), we’ll notify you of the breach and provide a description of what happened. If we determine, and notify you, that you need to forward all or part of that information to anyone on your Lists, you’ll promptly do so
29) Identification of Agent To Receive Notificaton of Claimed Copyright or Trademark Infringement
If You believe that Your copyrighted work or trademark has been uploaded, posted or copied to the Service and is accessible in a way that constitutes copyright or trademark infringement, please contact AgentBright by email at firstname.lastname@example.org or by regular mail at:
Attn: Copyright Legal
5 Essex Square
Essex, CT 06426
30) Legal Notice
AgentBright may modify these Terms or any additional terms, and such modification shall be effective and binding on You upon notice by AgentBright via email to the email account provided by You upon registration for the Service. If you do not agree to any modification of these Terms, you should discontinue your use of the Service.
Communications made through the AgentBright’s Website, Service or any email or contact links provided thereon shall in no way be deemed to constitute legal notice to AgentBright or any of its officers, employees, agents, or representatives, such as where notice to AgentBright is required by contract, or any federal, state, or local laws, rules, or regulations.
31) Suggestions and Feedback
AgentBright welcomes feedback or inquiries about the Service. If You elect to provide any feedback or comments of any nature to AgentBright, all feedback and comments shall be the sole and exclusive property of AgentBright, and AgentBright shall have the right to use such feedback in any manner and for any purpose in its exclusive discretion without remuneration, compensation, or attribution to you. AgentBright is under no obligation, however, to use such feedback. If you become aware that anyone is violating any of the Terms of this Website or Service, please notify us immediately.
AgentBright Contact Information:
PO Box 862
Essex, CT 06426