AgencyKPI, Inc.
Agency Terms & Conditions:

1. INTRODUCTION TO AGENCYKPI AND OUR PLATFORM
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   The Agency Tools featured on our Platform provide you with access to certain Carrier data sourced by you or your parent Network, in addition to optional insights generated for your Agency, using your Agency Data, at your sole option. During the term of your, your Network’s, or Carrier’s software-as-a-service subscription with us pursuant to a Master Subscription Agreement (“SaaS Agreement”), and subject to the terms of this Agreement, we may collect or process certain data from you, your Network, or your Carrier (each, a “Data Sharing Party” and such data, “Data”). This Data may be analyzed and shall be made available to you in the form of certain reports solely for the purpose of your Agency’s internal analysis and review in connection with your insurance business operations (“Purpose”).
   
2. PRIVACY POLICY; GENERAL USE AND DISCLOSURE
   Our Privacy Policy describes how we handle the personal and business information you provide to us when you use our Platform or Services. You understand that through your use of our Platform or Services, you consent to the collection and use (as set forth in the Privacy Policy) of this information, including for storage, processing and use by AKPI. Data Sharing Parties may not use or disclose any Data (including another Data Sharing Party’s confidential  information or any analyses, compilations, derivations, derivative works, results and similar outputs created by AKPI pursuant to an applicable SaaS Agreement), directly or indirectly, for any reason other than in support of the Purpose.
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3. ELIGIBILITY & ACCESS RESTRICTIONS
   To be eligible to use our Platform or Services, you must meet the following criteria and represent and warrant that you: (a) are 18 years of age or older; (b) are not currently restricted from accessing our Platform, or not otherwise prohibited from having an account; (c) are not our competitor, or are not using our Platform for reasons that are in competition with us; (d) will only maintain one registered account at any given time and will only use individual login credentials; (e) have full power and authority to enter into this Agreement and doing so will not violate any other agreement to which you are a party; and (f ) will not violate any of our rights, including intellectual property rights such as patent, copyright, and trademark rights.
4. SERVICE LICENSE
   ‍Subject to your compliance with the terms of this Agreement, we grant you a limited, non-exclusive, revocable, non-transferable, non-sublicensable license to access and use our Platform or Services solely in connection with the Purpose. You will not use, copy, adapt, modify, prepare derivative works based upon our Platform or Services, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit our Platform or Services, except as expressly permitted in this Agreement. 
   
   AKPI MAKES NO REPRESENTATIONS,WARRANTIES OR CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OROTHERWISE, AND AKPI SPECIFICALLY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES ANDCONDITIONS, WHETHER EXPRESS, IMPLIED OR OTHERWISE, INCLUDING ANY IMPLIEDWARRANTY OR CONDITION OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR APARTICULAR PURPOSE OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED UNDERAPPLICABLE LAW. THE PLATFORM AND SERVICES ARE MADE AVAILABLE TO YOU “AS IS,”EXCLUSIVE OF ANY WARRANTY WHATSOEVER. AKPI DISCLAIMS ALL LIABILITY ANDINDEMNIFICATION OBLIGATIONS FOR ANY HARM OR DAMAGE CAUSED BY ANY THIRD-PARTYHOSTING PROVIDERS. ALL DISCLAIMERS OF ANY KIND (INCLUDING IN THIS SECTION ANDELSEWHERE IN THE AGREEMENT) ARE MADE FOR THE BENEFIT OF AKPI, AND ITS AND THEIRRESPECTIVE SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS,REPRESENTATIVES, LICENSORS, SUPPLIERS AND SERVICE PROVIDERS.
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5. ACCESS AND SERVICE RESTRICTIONS
   
   Agency’s right to access and use the Platform is subject to the same terms, conditions, and restrictions set forth in the SaaS Agreement, including but not limited to the following prohibited conduct where Agency shall not: (a) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time-share or otherwise commercially exploit or make the Platform or Services available to any third party, other than authorized users in furtherance of the Purpose as expressly permitted by this Agreement; (b) use the Platform or Services to process data on behalf of any third party other than Agency’s authorized users or affiliates; (c) modify, adapt, or hack the Platform or Services or otherwise attempt to gain unauthorized access to the Platform or Services or related systems or networks; (d) falsely imply any sponsorship or association with AKPI or its affiliates, (e) knowingly use the Platform or Services in any unlawful manner, including, but not limited to, violation of any person’s privacy rights;(f) use the Services to send unsolicited or unauthorized bulk mail, junk mail, spam, pyramid schemes or other forms of duplicative or unsolicited messages;(g) use the Platform or Services to store or transmit files, materials, data, text, audio, video, images or other content that infringes on any person’s intellectual property rights; (h) use the Platform or Services in any manner that interferes with or disrupts the integrity or performance of the Platform or Services and its components; (i) attempt to decipher, decompile, reverse engineer or otherwise discover the source code of any software making up the Platform or Services; (j) use the Platform or Services to knowingly post, transmit, upload, link to, send or store any content that is unlawful, racist, hateful, abusive, libelous, obscene, or discriminatory; (k) use the Platform or Services to store or transmit any “protected health information” as that term is defined in 45 C.F.R. 160.103, unless expressly agreed to otherwise inwriting by AKPI; (l) use the Platform or Services to knowingly post transmit, upload, link to, send or store any viruses, malware, Trojan horses, time bombs, or any other similar harmful software; (m) use or launch any automated system(i.e., bot) that accesses the Platform in a manner that sends more request messages to a Platform server in a given period of time than a human can reasonably produce in the same period by using a conventional on-line web browser; or (n) attempt to use, or knowingly use the Platform or Services in violation of this Agreement.
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6. RESERVATION OF RIGHTS
   Except to the extent necessary to access and use our Platform or Services, nothing in this Agreement grants any title or ownership interest in or to any copyrights, patents, trademarks, trade secrets or other proprietary rights in or relating to our Platform or Services, whether expressly, by implication, estoppel, or otherwise. AKPI shall own and retain all right, title and interest in and to(i) the Platform and Services, and all software, improvements, enhancements or modifications thereto, (ii) any software, applications, inventions or other technology developed in connection with the Platform or Services, and (iii) all intellectual property rights related to any of the foregoing. AKPI and its licensors and service providers reserve and will retain their entire right, title, and interest in and to our Platform and Services and the entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof), including all copyrights, trademarks, and other intellectual property rights therein or relating thereto, except as expressly granted to you in this Agreement.
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7. ACCESS RIGHTS
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   You agree that we have the right to disable your access and use rights, at any time if, in our opinion, you have violated any provision of this Agreement and/or our Privacy Policy and your right to use the Platform and Services will stop immediately and you must, at our option, return or destroy any copies of the materials you have in your possession. You agree to cooperate with us if the security of our Platform or Services is compromised by you or another person through the use of our Platform or Services. We will not be liable for any loss or damage arising from your failure to comply with this section. We collect personal and business information, which we need from you when you register to use our Platform or Services. This information is necessary for us to provide our Platform or Services to you and is stored on our servers to enable us to continue to provide our Platform or Services to you. By providing any personal and business information on the Platform, you grant us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns the right to use, reproduce, modify, perform, display, distribute, and otherwise disclose to third parties any such material for purposes of providing our Platform or Services to you. You represent, warrant and agree that (a) you own all right and title in and to such information and have the right to grant the license above, (b) you are responsible for information you submit or contribute, and you, not AKPI, have full responsibility for such content, including its legality, reliability, accuracy, and appropriateness,(c) we are not responsible or liable to any third party for the content or accuracy of any information provided or processed by you or any other Data Sharing Party on the Platform or Services.
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8. AGENCYKPI COMMUNICATIONS
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   You understand and agree that you may receive information and notifications from AKPI via email, through our Platform, or calls to your mobile number. You hereby consent to receive such communications. We may also send promotional messages about us and our products and services related to our Platform and Services to your email. When you send us a query email, you are providing us with consent to send emails to you for replying to your queries at your provided email address. By providing your email address, you agree with the terms of this Agreement and our Privacy Policy.
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9. CONFIDENTIALITY
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   (a) Each Party (the “Receiving Party”) understands that the other Party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of AKPI includes non-public information regarding features, functionality and performance of the Platform or Services. Proprietary Information of Customer includes non-public data provided by Customer to AKPI to enable the provision of the Services. 
   
   (b) The Receiving Party agrees: (i) to take all reasonable precautions to protect such Proprietary Information, and (ii) will not use Proprietary Information except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information unless required by law. 
   
   (c) The Disclosing Party agrees that the foregoing limitations on use of Proprietary Information shall not apply with respect to any information that the Receiving Party can document (i) is or becomes generally available to the public and was developed from that generally available source without any foreknowledge of the Proprietary Information, or (ii) was in its possession or known by Receiving Party prior to receipt from the Disclosing Party, or (iii) was rightfully disclosed to it without restriction by a third party, or (iv) was independently developed without use of any Proprietary Information of the Disclosing Party or(v) is required to be disclosed by law.
   
   (d) Agency shall own all rights, title and interest in and to the Agency’s Data.
   
   (e) Notwithstanding anything to the contrary, AKPI shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Platform or Services and related systems and technologies including, without limitation, information concerning Data and data derived therefrom (“Derived Data”).AKPI may freely use such Derived Data solely on an anonymized and aggregated basis.
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10. INDEMNIFICATION
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    You agree to indemnify, defend, and hold harmless AKPI, its affiliates, licensors, and service providers, and each of its and their respective officers, employees, managers, directors, contractors, licensors, suppliers, successors and assigns, customers, and agents (the “Company Indemnified Parties”) from and against any and all claims, damages, judgements, awards, fees, costs, liabilities, losses and expenses (including but not limited to reasonable attorneys’ fees) arising out of or relating to: (a) your violation of this Agreement or your use of the Platform or Services, including, but not limited to, any use of the content therein, other than as expressly authorized in this Agreement, or (b) your use of any information obtained from the Platform or Services.
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11. LIMITATION OF LIABILITY
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    IN NO EVENTWILL EITHER PARTY, OR THEIR RESPECTIVE SUPPLIERS, OFFICERS, AFFILIATES,REPRESENTATIVES, CONTRACTORS, AND EMPLOYEES BE LIABLE TO THE OTHER OR ANY THIRDPARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE OREXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, INCREASED COSTS, DIMUNITIONIN VALUE, LOST BUSINESS  OR REVENUES ORPROFITS, LOSS OF GOODWILL OR REPUTATION) WHETHER IN CONTRACT, TORT (INCLUDINGNEGLIGENCE), OR OTHERWISE ARISING OUT OF THIS AGREEMENT, OR THE USE OF, OR THEINABILITY TO USE, OUR PLATFORM OR SERVICES, INCLUDING, WITHOUT LIMITATION, ANYINFORMATION MADE AVAILABLE THROUGH OUR PLATFORM OR SERVICES PURSUANT TO THISAGREEMENT.
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12. TERM AND TERMINATION
    
    This Agreement shall be effective for so long as you use or access our Platform or Services, unless otherwise terminated as provided herein. This Agreement may be terminated by a party without cause upon thirty (30) days advance written notice to the other parties hereto, or immediately upon a material breach of this Agreement. In addition to any other remedies it may have, either party may also terminate this Agreement if the other party materially breaches any of the terms or conditions of this Agreement. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, confidentiality obligations, warranty disclaimers, and limitations of liability. We reserve the right to suspend or terminate your account or cease providing you with access to all or part of our Platform at any time for the following reasons: (i) you have violated this Agreement or our Privacy Policy, (ii) you create risk or possible legal exposure for AKPI; or(iii) our provision of our Platform to you is no longer commercially viable. We will make reasonable efforts to notify you by the email address associated with your account or the next time you attempt to access your account, depending on the circumstances. In all such cases, this Agreement shall terminate, including, without limitation, your license to use our Platform or Services and you shall immediately discontinue your use thereof. Agency shall be entitled to retain any of its Data previously accessed from the Platform. Agency understands and agrees that Company has no obligation to maintain or provide any Data to Agency beyond the term of this Agreement.
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13. ASSIGNMENT
    
    This Agreement is only for your benefit. You shall have no right to assign this Agreement or any benefits or obligation hereunder to any other party or legal entity without our prior written approval. Any attempted assignment shall be void.
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14. MODIFICATIONS
    
    ‍We reserve the right, at our sole discretion, to perform any change, update, release, or other adaptation or modification of the Platform or Services, including any updated documentation, that AKPI may provide to you from time to time during the term, which may contain, among other things, error corrections, updates, enhancements, improvements, or other changes to the Agency interface, functionality, compatibility, capabilities, performance, efficiency, or quality of the Platform or Services, but does not include any new version of the Platform that AKPI may from time to time introduce and market generally as a distinct licensed product (as may be indicated by a new version number), and which we may make available to Agency at an additional cost under a separate written agreement.
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15. RELATIONSHIP OF THE PARTIES
    
    Nothing contained in this Agreement shall be deemed or construed as creating a partnership, employment relationship, joint venture, agency, or other association of any kind.
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16. GOVERNING LAW
    
    This Agreement shall be governed by the law of the State of Texas, without reference to its conflicts of laws principles. Each of the parties to this Agreement consents to the exclusive jurisdiction and venue of the state and federal courts located in Travis County, Texas.
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17. SEVERABILITY
    
    If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. On such determination that any term or other provision is invalid, illegal, or unenforceable, the Parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
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18. MISCELLANEOUS
    
    This Agreement along with our Privacy Policy constitutes the entire agreement between you and AKPI and supersedes any prior agreements between you and AKPI with respect to the subject matter herein. Our failure to exercise or enforce any right or provision of this Agreement will not constitute a waiver of such right or provision. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, we both nevertheless agree that the court should endeavor to give effect to our intentions as reflected in the provision, and the other provisions of this Agreement remain in full force and effect. A party’s failure to act with respect to a breach by the other party does not constitute a waiver of the party’s right to act with respect to subsequent or similar breaches. The section titles in this Agreement are for convenience only and have no legal or contractual effect.