Terms of Service
1. Introduction
Welcome to AGENCYDATA L.L.C -FZ ("AgencyData," "we," "us," or "our"). These Terms of Service ("Terms") govern your access to and use of our services, including our website, applications, and any related services (collectively, the "Services"). By accessing or using our Services, you agree to be bound by these Terms. If you do not agree, you must refrain from using our Services.
2. Definitions
"User" means any individual or entity that accesses or uses our Services.
"Authorized User" refers to an individual designated by the User to access and use the Services under the User's account.
"Subuser" means any individual authorized by the User to access and use the Services under the User's account.
"Enrichment Credit" is a unit used to obtain available data points through our Services.
"Licensed Materials" refers to any data, information, or content provided by AgencyData through the Services.
"AgencyData Technology" means any software, tools, or technology provided by AgencyData to access or use the Services.
"Third-Party Applications" are software programs or services provided by entities other than AgencyData that may interact with our Services.
"White Label Partner" refers to a User who has entered into a White Label Agreement with AgencyData, allowing them to rebrand the Services under their own brand for internal use and resale to their Subaccounts.
"AgencyData Partner Program" refers to the referral program operated by AgencyData, under which partners can refer new clients to AgencyData.
"HighLevel Customer Menu Link" means the specific access point provided by AgencyData through which Users connect to the Services.
"Single Sign-On (SSO)" refers to the authentication process that allows a User to access multiple applications with one set of login credentials.
3. Acceptance of Terms
By using our Services, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy. If you are using the Services on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms.
4. Grant of License and Access to Services
4.1 License Grant
Subject to your compliance with these Terms, AgencyData grants you a non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services and Licensed Materials solely for your internal business purposes.
4.2 Enrichment Credits
a. Full Contact Plan
Usage: Each Enrichment Credit allows you to access any available Email Address, Phone Number, or Address associated with a contact.
Cost: One credit is deducted for all available data points, which may include one or more of the data points.
Data Availability: We make no guarantees regarding the availability or accuracy of any data points. Availability may vary based on the information provided.
Disclaimer: We are not liable for any failure to enrich the required or correct data.
b. Basic Contact Plan
Usage: Each Enrichment Credit allows you to access any available Email Address associated with a contact.
Cost: One credit is deducted for all available data points.
Data Availability: We make no guarantees regarding the availability or accuracy of any data points.
Disclaimer: We are not liable for any failure to enrich the required or correct data.
4.3 Modifications to Services
We reserve the right to modify, update, or discontinue the Services or any part thereof at any time without prior notice. We shall not be liable to you or any third party for any modification, suspension, or discontinuation of the Services.
5. Authorized Use and Restrictions
5.1 Authorized Users
Designation: You may designate individuals as Authorized Users up to the number specified in your subscription plan.
Credentials: Each Authorized User will receive unique login credentials, which must not be shared or used by anyone other than the designated Authorized User.
Responsibility: You are responsible for all activities conducted under your Authorized Users' accounts and for ensuring they comply with these Terms.
5.2 Restrictions on Use
Prohibited Activities: You shall not:
Share, distribute, sell, or make available any Licensed Materials to any third party, except as expressly permitted under these Terms.
Use the Services for any purpose other than your internal business operations.
Reverse engineer, decompile, or attempt to extract the source code of any AgencyData Technology.
Use automated means (e.g., bots, scrapers) to access or use the Services.
Circumvent any security features or usage restrictions.
5.3 White Label Partners
Internal Use and Resale to Subaccounts:
Rebranding: White Label Partners may rebrand the Services under their own brand solely for their internal business purposes and resale to their Subaccounts.
Access via HighLevel Customer Menu Link: Access to AgencyData can only be done through the use of a HighLevel Customer Menu Link.
Integration: White Label Partners may integrate data into their Subaccounts' contacts only when connected to AgencyData through a valid Single Sign-On (SSO).
No Resale to Other Agencies:
White Label Partners are prohibited from reselling the Services or Licensed Materials to other agencies.
Referral Program: White Label Partners may refer other agencies or clients to AgencyData under the AgencyData Partner Program, subject to the terms and conditions of that program.
5.4 Compliance with Laws
You agree to use the Services in strict compliance with all applicable laws, regulations, and industry standards, including data privacy laws and anti-spam regulations.
5.5 Third-Party Applications
Integration: If you use Third-Party Applications with our Services, you do so at your own risk.
Disclaimer: We are not responsible for any issues arising from your use of Third-Party Applications, and such use may be subject to additional terms and conditions.
6. Data Protection and Privacy
6.1 User Data
Responsibility: You are solely responsible for all data you provide or upload to the Services ("User Data") and for ensuring you have the necessary rights and consents to provide such data.
Compliance: You must comply with all applicable data protection laws regarding your User Data, including but not limited to the General Data Protection Regulation (GDPR) and the California Consumer Privacy Act (CCPA).
Discretion in Data Use: While AgencyData collects and provides data in alignment with GDPR and CCPA, the execution and use of the data are your sole responsibility and discretion. You are responsible for ensuring that your use of the data complies with all applicable laws and regulations.
6.2 Confidential Information
Definition: "Confidential Information" includes any non-public information disclosed by one party to the other, either directly or indirectly, in writing, orally, or by inspection.
Obligations: Each party agrees to protect the other's Confidential Information with the same degree of care it uses to protect its own confidential information but in no event less than reasonable care.
Exceptions: Confidential Information does not include information that is publicly available, independently developed, or lawfully obtained from a third party.
6.3 Data Privacy Responsibility
User Responsibility: You and your Subusers are solely responsible for ensuring that your use of the Services complies with all applicable data privacy laws and regulations, including GDPR, CCPA, and any other relevant laws.
Consent and Authority: You represent and warrant that you have obtained all necessary consents to provide any personal data used in connection with the Services.
Data Processing Agreement: If required by applicable law, you agree to enter into a Data Processing Agreement with AgencyData to govern the processing of personal data.
7. Payment Terms
7.1 Fees and Payment
Payment Method: Payment for the Services is to be made by credit card.
Included Users: The subscription plan includes access for the first twenty (20) Authorized Users.
Additional Users: Any additional Authorized Users beyond the first 20 will be charged at the set price agreed upon at the time of purchase.
Billing Cycle:
RECURRING SUBSCRIPTION: YOU AGREE THAT BILLING IS ON A RECURRING BASIS, EITHER MONTHLY OR ANNUALLY, AS AGREED UPON BY YOU AT THE TIME OF PURCHASE.
Payment Due Date: Payments are due on the same numeric date as the first invoice payment date.
Monthly Subscriptions: For example, if your first payment is made on the 10th of the month, subsequent payments will be due on the 10th of each following month.
Annual Subscriptions: If you have an annual subscription, payments will be due on the anniversary date of your initial payment each year.
Advance Payment: All fees are to be paid in advance of the service period.
Payment Schedule: You agree to pay all fees associated with your use of the Services as specified in your Ordering Document or subscription plan.
7.2 Proration and Adjustments
Additional Accounts: Prorations for accounts added in the middle of a billing period shall be charged immediately at the prorated amount.
Account Deletions: Prorated deletions shall be credited to your account and applied to future invoices and charges; they are non-refundable.
7.3 Invoices and Receipts
Invoice Delivery: Invoices will be provided electronically via email to the address on file.
Invoice Details: Each invoice will detail the charges for the billing period, including any prorated charges or credits.
7.4 Late Payments and Non-Payment
Interest: Late payments may incur interest at the rate of 1.5% per month or the maximum rate permitted by law, whichever is lower.
Suspension of Services: We reserve the right to suspend or terminate your access to the Services for late payment or non-payment of fees.
Collection Costs: You agree to pay all costs of collection, including reasonable attorney's fees, in the event of late payment or non-payment.
7.5 Taxes
Responsibility: You are responsible for all applicable taxes, including sales, use, and other similar taxes, except for taxes based on our net income.
Tax Exemption: If you are exempt from any taxes, you must provide us with the necessary documentation to verify your tax-exempt status.
7.6 Chargebacks
Prohibition: You agree not to initiate any chargebacks or payment reversals without first attempting to resolve the issue with us directly.
Consequences: Unauthorized chargebacks may result in immediate suspension or termination of your account, and you will be responsible for any fees incurred by us due to the chargeback.
7.7 Refunds
Policy: All sales are final. Refunds are not provided except where required by law or at our sole discretion.
Request Procedure: Any refund requests must be submitted in writing to accounts@agencydata.com and will be reviewed on a case-by-case basis.
8. Intellectual Property Rights
8.1 Ownership
AgencyData Property: All rights, title, and interest in the Services, Licensed Materials, and AgencyData Technology are and will remain the exclusive property of AgencyData and its licensors.
No Transfer: Except for the limited license granted herein, no rights or interests are transferred to you.
8.2 Feedback
License: Any feedback, suggestions, or recommendations you provide regarding the Services may be used by us without any obligation to you.
9. Representations and Warranties
9.1 Mutual Representations
Both parties represent and warrant that:
Authority: They have the legal power and authority to enter into these Terms.
Compliance: Their use of the Services does not violate any applicable laws or regulations.
9.2 Disclaimer of Warranties
THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. AGENCYDATA EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
No Guarantees: We do not guarantee that the Services will meet your requirements or that they will be uninterrupted, secure, or error-free.
Third-Party Content: We are not responsible for any third-party content accessed through the Services.
10. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:
EXCLUSION OF DAMAGES: AGENCYDATA SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE USE OF THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
LIABILITY CAP: IN NO EVENT SHALL AGENCYDATA'S TOTAL CUMULATIVE LIABILITY EXCEED THE AMOUNT PAID BY YOU TO AGENCYDATA UNDER THESE TERMS IN THE THREE (3) MONTHS PRECEDING THE EVENT GIVING RISE TO THE LIABILITY.
ASSUMPTION OF RISK: YOU ACKNOWLEDGE THAT YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK.
11. Indemnification
11.1 Your Indemnification Obligations
You agree to indemnify, defend, and hold harmless AgencyData, its affiliates, officers, directors, employees, and agents from any claims, liabilities, damages, losses, and expenses, including reasonable attorney's fees, arising out of or related to:
Use of Services: Your access to or use of the Services.
Violation of Terms: Your violation of these Terms.
Third-Party Rights: Any infringement or violation of any third-party rights, including intellectual property or privacy rights.
11.2 Procedure
Notice: We will promptly notify you of any claim subject to indemnification.
Cooperation: You will have control of the defense and settlement, but you must not settle any claim that imposes obligations on us without our prior written consent.
Assistance: We will provide reasonable assistance at your expense.
12. Term and Termination
12.1 Term
These Terms commence on the Effective Date and continue for the duration specified in your subscription plan or Ordering Document, unless terminated earlier as provided herein.
12.2 Termination by AgencyData
We may terminate or suspend your access to the Services immediately, without prior notice, for any reason, including but not limited to:
Breach: Violation of these Terms.
Legal Requirement: Compliance with legal obligations or requests from authorities.
Security Risks: Detection of security risks or fraudulent activities.
12.3 Termination by User
You may terminate these Terms by discontinuing the use of the Services and notifying us in writing.
12.4 Effect of Termination
Upon termination:
Cease Use: All rights granted to you under these Terms will immediately cease.
Payment Obligations: You remain responsible for all fees and charges incurred up to the date of termination.
Survival: Provisions that by their nature should survive termination will remain in effect.
13. Dispute Resolution
13.1 Governing Law
These Terms shall be governed by and construed in accordance with the laws of the United Arab Emirates, without regard to its conflict of law principles.
13.2 Arbitration
Agreement to Arbitrate: Any disputes arising out of or relating to these Terms or the Services shall be settled by binding arbitration administered by the Dubai International Arbitration Centre (DIAC).
Location: The arbitration shall take place in Dubai, U.A.E.
Language: The proceedings will be conducted in English.
Exception: Notwithstanding the foregoing, either party may seek injunctive relief in any court of competent jurisdiction.
13.3 Class Action Waiver
ALL CLAIMS MUST BE BROUGHT IN THE PARTIES' INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.
14. Changes to the Terms
We reserve the right, at our sole discretion, to modify these Terms at any time. Any changes will become effective immediately upon posting the revised Terms on our website. We will indicate the "Last Updated" date at the end of these Terms. Your continued use of the Services after such changes constitutes your acceptance of the new Terms.
15. Miscellaneous
15.1 Entire Agreement
These Terms, along with any Ordering Documents and our Privacy Policy, constitute the entire agreement between you and AgencyData regarding the Services and supersede all prior agreements and understandings.
15.2 Assignment
You may not assign or transfer your rights or obligations under these Terms without our prior written consent. We may assign or transfer our rights and obligations without restriction.
15.3 Severability
If any provision of these Terms is held to be invalid or unenforceable, such provision will be modified to the minimum extent necessary to make it valid and enforceable, and the remaining provisions will remain in full force and effect.
15.4 Waiver
No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term. Our failure to assert any right under these Terms shall not constitute a waiver of such right.
15.5 Force Majeure
We shall not be liable for any failure to perform due to causes beyond our reasonable control, including acts of God, natural disasters, war, terrorism, riots, embargoes, governmental orders, or any other force majeure event.
15.6 Notices
All notices under these Terms must be in writing and will be deemed given when delivered personally, sent by registered or certified mail, or by email with confirmation of receipt.
15.7 Third-Party Beneficiaries
These Terms do not and are not intended to confer any rights or remedies upon any person other than the parties.
15.8 Governing Language
These Terms are written in English, which shall be the governing language in all respects. Any translations of these Terms are provided for convenience only and shall not be binding.
16. Contact Information
For any questions, concerns, or notices regarding these Terms, please contact us at:
AGENCYDATA L.L.C -FZ
Address: Meydan Grandstand, 6th Floor, Meydan Road, Nad Al Sheba, Dubai, U.A.E.
Email: accounts@agencydata.com
Last Updated: October 10, 2024