Ultimate Agency Network LLC Terms of Services
By signing up to utilize the Agency Command product, you agree to the following Terms of Service.
This Agreement provides the terms and conditions governing the use of Ultimate Agency Network’s services. You agree to use your Agency Command account in a manner that is consistent with all applicable laws and regulations and in accordance with the terms and conditions discussed herein.
This Agreement is between Ultimate Agency Network LLC (hereafter referred to as “the service provider”) and all its’ subscribers (hereafter referred to as “the client”). Unless the context requires otherwise, the service provider, and/or its’ assigns shall be referred to as “us”, “we”, or “our” and the client shall be referred to as “you”, “your” or “subscriber”. I understand that the service provider, and/or its’ assigns do not guarantee, imply, or predict any type of profit or response from said services. The client irrevocably covenants, promises and agrees to indemnify the service provider and/or its’ assigns and to hold the service provider and/or its’ assigns harmless from and against any and all losses, claims, expenses, suits, damages, costs, demands or liabilities, joint or several, of whatever kind or nature which the service provider and/or its’ assigns may sustain or to which the service provider and/or its’ assigns may become subject arising out of or relating in any way to the use of the services provided under this Agreement, including, without limitation, in each case attorneys’ fees, costs and expenses actually incurred in defending against or enforcing any such losses, claims, expenses, suits, damages or liabilities.
The service provider will not rent, sell, access or in anyway use the client’s customer database information. This information will be kept strictly confidential in the highest manner possible. Due to the nature of the technologies and Internet stability, the service provider and/or its’ assigns provide, service interruptions may occur. No full, partial, or prorate refunds will be made as adjustment for any such service interruption. The client hereby acknowledges that changes in the nature of the services which may be offered under this Agreement which are beyond the control of the service provider and/or its’ assigns do not constitute grounds for full or partial refund of any advance fees paid.
Services to be Provided
The service provider agrees to provide the client, directly, or through our subcontractors and affiliates, with e-marketing services.
By using Ultimate Agency Network LLC services, you agree to accept the fees you may incur as a result of using the service provider’s software, including but not limited to, fees for supplemental services or features and purchases made through the use of the service provider. Subject to any applicable law, fees and charges for Ultimate Agency Network LLC services are non-refundable unless the pricing terms for the applicable service expressly states otherwise.
This Agreement and the client’s use of service provider services shall become effective on the date the order is submitted by the client to the service provider (“Effective Date”). The Period of Performance of this Agreement shall commence on the Effective Date and shall automatically renew for additional like periods (“Renewal Periods”) under the same terms and conditions as herein agreed, which may be amended from time to time, unless and until either party provides the other party with notice of termination (refer to account Cancellation instructions below) at least seven (7) days prior to any Renewal Period.
The service period will continue to renew automatically unless terminated by Ultimate Agency Network LLC or until the client notifies service provider of your intent to change your service renewal. For account cancellation instructions refer to the CANCELLATION POLICY found in these Terms of Service.
METHOD OF PAYMENT
The client must provide a valid method of payment (credit card or other pre-arranged payment method) prior to and during any time the client receives Agency Command Services. The Renewal Fees will be due three (3) full days prior to the recurring effective date of the Renewal Period, and will be automatically debited from the client’s credit card prior to that date. Service fees for each Renewal Period will be invoiced thirty (30) days prior to the commencement of the Renewal Period. The client acknowledges and agrees that the service provider will not require any additional authorization for any recurring payments or automatic billing options.
Accounts are considered in default if the payment is not received with three (3) days after the effective date of the Renewal Period. The service provider may suspend or terminate use of the Agency Command services if the client fails to provide a valid designated payment method upon request, or if service provider is unable, for any reason, to bill charges to the client’s designated payment method. If the payment is more than five (5) days past due, the client will be liable for any fees service provider incurs in its efforts to collect any unpaid balances.
Any billing problems or discrepancies must be brought to service provider’s attention within thirty (30) days from the date the client is billed. If you do not bring them to service provider’s attention within thirty (30) days, you agree that you waive your right to dispute such problems or discrepancies with service provider. If you have any billing-related questions or want to stop a recurring payment from being charged to your designated payment method call our sales/billing support number ( 866.321.3490 ).
ACCEPTABLE USE POLICY
The client is solely responsible for the content of transmissions through the service. The service provider does however, reserve the right to take any action with respect to the service that it deems necessary, or appropriate, in service provider’s sole discretion if it is deemed that the client’s transmissions or use of the Service may create liability for service provider.
The client’s use of the service is subject to all applicable local, state, national and international laws and regulations (including without limitation those governing account collection, export control, consumer protection, unfair competition, trafficking of obscene material, anti-discrimination or false advertising). The client agrees: (1) to comply with all United States laws, rules and other regulations applicable in connection with the service; (2) not to use the service for illegal purposes; (3) not to use the service to infringe any third party’s copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy; (4) that illegal adult oriented websites featuring nudity and acts of a sexual nature are expressly prohibited; and (5) not to transmit through the service, through feedback or otherwise, any unlawful, harassing, libelous, abusive, threatening, harmful, vulgar, obscene or otherwise objectionable material of any kind or nature.
We may terminate your account:
* 1. If any check drafts authorized under this Agreement, are returned unpaid;
* 2. If you violate the Terms Of Service Policy;
* 3. If you breach any term of this Agreement;
* 4. If you are involved in the sales and/or distribution of the following materials:
a) Cable filters;
b) Ponzi or Pyramid Schemes;
c) Sale and/or distribution of any illegal materials; or
* 5. For any reason, at our sole discretion.
WE MAKE NO WARRANTIES TO THE CLIENT OF ANY KIND, EXPRESSED OR IMPLIED, WITH RESPECT TO THE SERVICE ULTIMATE AGENCY NETWORK LLC, ITS SUBCONTRACTORS AND AFFILIATES PROVIDE YOU. WE EXPRESSLY DISCLAIM ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS OF THIS SERVICE FOR A PARTICULAR PURPOSE. We shall not be liable for any damages suffered by the client, whether indirect, special, incidental, exemplary, or consequential, including, but not limited to, loss of data or service interruptions, regardless of cause or fault. We are not responsible for lost profits or for loss of data or information. If notwithstanding this clause we are held liable to you.
While we take all reasonable precautions to ensure your database is secure and protected the client understands and agrees that the service provider is under no obligation to export, extract, retrieve or “massage” the client’s database except through our EXPORT function.
The client agrees: (1) to use our system in a manner that is ethical and in conformity with community standards; (2) to respect the privacy of other users (you shall not intentionally seek data or passwords belonging to other users, nor will you modify files or represent yourself as another user unless explicitly authorized to do so by that user); (3) to respect the legal protection provided by copyright law, trade secret law, or other laws protecting intellectual property. 4) to accept notifications of service changes, commercial email and similar offers presented through the Agency Command system or via email.
If the service provider learns of a violation or likely violation of its’ TERMS OF SERVICE, we will attempt to notify you. If you do not take immediate remedial action which is satisfactory to us, or in the event of a serious violation of the TERMS OF SERVICE, we reserve the right to terminate your account immediately. Every effort will be made to inform you prior to account termination, and to re-establish your account upon receiving such representations from you as we deem appropriate in the circumstances.
Service Provider constitutes that our Anti-Spam Policy is an inherent part of our Terms of Service. As such, by submitting to the terms outlined in our Terms of Service, you are also bound to the policies contained in our Anti-Spam Policy. We strictly prohibit any involvement in unsolicited commercial email (UCE) campaigns, commonly known as SPAM. We maintain a Zero-Tolerance policy against SPAM, be it direct, third party or any affiliate or similar agent acting on the account holder’s behalf. All lists used in conjunction with the services provided by the service provider, are required to be 100% opt-in lists (refer to Ultimate Agency Network LLC Anti-Spam Policy for additional terms regarding opt-in list requirements). Any user reported to be or caught violating these terms of service will be immediately terminated as per Ultimate Agency Network LLC’s Anti-Spam Policy.
This Agreement is personal to you. You may not assign your rights under this Agreement without our prior written consent. If you do assign your rights, as would be the case were someone other than you to use your account, you shall remain liable to us for any fees due under this Agreement. We may assign this Agreement at any time.
CHANGE OF TERMS AND CONDITIONS
We reserve the right to change the terms and conditions of this Agreement as needed. Use of our servers by you after said changes constitutes acceptance of those new terms and conditions. This includes, but is not limited to, the right to change our subscription rates at any time. If you do not agree to the new terms and conditions, you may terminate this Agreement in accordance with our cancellation policy. For changes in subscription rates, we will always give thirty (30) days notice prior to changing subscription rates.
NOTIFICATION OF ACCOUNT CHANGES
You agree to provide us with such other information relating to your use of this service as we deem necessary or desirable. You agree to notify us if your address, email address, telephone number or billing information changes.
All notices, requests, demands, and other communications under this Agreement shall be in writing and shall be deemed to have been given on the date of delivery: if delivered personally to the party to whom notice is to be given; if sent by electronic mail with a cc: to sender; if sent by fax; or on the third day after mailing by first class mail.
The subject headings of the articles and sections are for convenience only, and shall not affect the construction or interpretation of any of its provisions. If any portion of this Agreement is found invalid or unenforceable, that portion shall be severed and the remainder of this Agreement shall remain in force. This Agreement constitutes the entire Agreement between the service provider pertaining to its subject matter and supersedes all of our prior Agreements, representations, and understandings. Subject to Section I, no supplement, modification, or amendment of this Agreement shall be binding unless executed in writing by both parties. No waiver of any of the provisions of this Agreement shall be deemed, or shall constitute a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless executed in writing by the party making the waiver. This Agreement may be executed in one or more counterparts. Each shall be deemed an original, but all of which together shall constitute one and the same instrument. If an organization is the subscriber, the individual signing up for our services represents that he or she is duly authorized to enter into this Agreement on behalf of that organization. In the event of a dispute, the parties agree to submit the matter to the Community Dispute Resolution Service or any recognized Arbitration Board located within our state and county, before instituting litigation.
Refunds for Annual Subscribers:
Any client subscribing to our service on an annual package will have their credit cards charged the full amount of the service upon sign up.
1. Should cancellation be requested within 90 days of the billing date, your credit card will be refunded 100% of the annual fee charged for the subscription package.
2. If you cancel 91 – 180 days after the billing date, your refund will be 25% of the annual subscription fee charged for the package you are subscribed to.
3. Should you decide to cancel any time 180 days into the subscription, or any time thereafter, you will not be entitled to a refund.
Refunds for Monthly Subscribers:
Any client subscribing to our services on a monthly basis will have their credit cards charged the full monthly charge for the service in advance. Please Note: Clients who are subscribed to monthly packages will not be entitled to a refund unless they subscribed during a special enrollment offering a 30 day money-back guarantee.
Note: No refunds will be issued for service downgrades. Customers requesting service downgrades will be provided with a credit adjustment applied against their existing service package.
We do not take account closure request by telephone. The account must be closed with an email from the primary account holder.
Questions concerning these terms, please contact us via email at [email protected]
1. You must be 13 years or older to use this Service.
2. You must be a human. Accounts registered by “bots” or other automated methods are not permitted.
3. You must provide your legal full name, a valid email address, and any other information requested in order to complete the signup process.
4. Your login may only be used by one person – a single login shared by multiple people is not permitted.
5. You are responsible for maintaining the security of your account and password. Ultimate Agency Network LLC cannot and will not be liable for any loss or damage from your failure to comply with this security obligation.
6. 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).
7. One person or legal entity may not maintain more than one account.
8. 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).
PAYMENT, REFUNDS, UPGRADING and DOWNGRADING TERMS
1. A valid credit card is required for paying accounts, a second credit card will be requested in case of failure of the primary card.
2. The Service is billed in advance on a monthly basis and is non-refundable. There will be no refunds or credits for partial months of service, upgrade/downgrade refunds, or refunds for months unused with an open account. In order to treat everyone equally, no exceptions will be made. Should your primary card fail to authorize charges we will immediately bill your second card.
3. 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.
4. 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.
5. Downgrading your Service may cause the loss of Content, features, or capacity of your Account. Ultimate Agency Network LLC does not accept any liability for such loss.
CANCELLATION and TERMINATION
1. You are solely responsible for properly canceling your account. A phone request to cancel your account is not considered cancellation. You must contact us via email at [email protected]
2. All of your Content will be immediately deleted from the Service upon cancellation. This information cannot be recovered once your account is canceled.
3. If you cancel the Service before the end of your current paid up month, your cancellation will take effect immediately and you will not be charged again.
4. Ultimate Agency Network LLC, in its sole discretion, has the right to suspend or terminate your account and refuse any and all current or future use of the Service, or any other Agency Command service, for any reason at any time. Such termination of the Service will result in the deactivation or deletion of your Account or your access to your Account, and the forfeiture and relinquishment of all Content in your Account. Ultimate Agency Network LLC reserves the right to refuse service to anyone for any reason at any time.
MODIFICATIONS TO THE SERVICE AND PRICES
1. Ultimate Agency Network LLC reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice.
2. Prices of all Services, including but not limited to monthly subscription plan fees to the Service, are subject to change upon 30 days notice from us. Such notice may be provided at any time by posting the changes to the Agency Command pricing, or the Service itself.
3. Ultimate Agency Network LLC shall not be liable to you or to any third party for any modification, price change, suspension or discontinuance of the Service.
COPYRIGHT AND CONTENT OWNERSHIP
For purposes of this Agreement, “Confidential Information” shall mean information in any and all forms (including, without limitation, business plans, sales figures, prices, financial data, schedules, designs, customer names, methods of operation, trade secrets, know-how, and other documents, materials or information) that relates to the business of Ultimate Agency Network and is developed or received by subscriber in any manner (including, without limitation, in writing, orally, visually, electronically or otherwise). Notwithstanding the prior sentence, “Confidential Information” shall not include any information which can be proven by written records to be (i) generally known to the public through no fault of subscriber; or (ii) rightfully in the possession of User prior to the Effective Date.
For purposes of this Agreement, “Proprietary Materials” shall mean documents, materials, records, media and other tangible property (confidential or non-confidential) that relate to the business of Agency Command and are developed or received by subscriberin connection with it’s subscriber relationship.
1. Subscriber shall not, directly or indirectly, disclose or make available any Confidential Information to any person, association, firm or entity for any purpose whatsoever. Notwithstanding the prior sentence, User may disclose Confidential Information to the extent such disclosure is required by law, provided, however, that subscriber shall give Ultimate Agency Network written notice of any request for such information at least ten (10) days (or, if less, as many days as are available) prior to the required disclosure of such information, and subscriber agrees to cooperate with Ultimate Agency Network to the extent requested to challenge the request or limit the scope thereof.
2. Subscriber shall not, directly or indirectly, use any Confidential Information or Proprietary Materials for any purpose other than to the extent necessary for purposes of performing the Services and creating the Deliverables for the benefit of Agency Command.
3. Subscriber acknowledges and agrees that the Proprietary Materials are proprietary to service provider, and that subscriber will not claim any right, license, title or interest to the Proprietary Materials. Upon the request of service provider at any time or upon the termination of this Agreement, subscriber shall promptly (but in no event more than ten (10) days after written request by service provider) return or provide to Ultimate Agency Network all Proprietary Materials in any and all forms (and all copies thereof).
REMEDIES TO VIOLATION OF COPYRIGHT AND CONTENT OWNERSHIP
Subscriber acknowledges and agrees that because the violation, breach or threatened breach of the Copyright and Content section will result in immediate and irreparable injury to Ultimate Agency Network it shall be entitled, without limitation of remedy, to (a) temporary and permanent injunctive and other equitable relief restraining Subscriber from activities constituting a violation, breach or threatened breach of this section to the fullest extent allowed by law and (b) all such other remedies threatened at law or in equity, including without limitation the recovery of damages.
1. Your use of the Service is at your sole risk. The service is provided on an “as is” and “as available” basis.
2. Technical support is only provided to paying account holders and is only available via email.
3. You understand that Ultimate Agency Network LLC uses third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to run the Service.
4. 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, Agency Command product or any other Agency Command service.
5. 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 Ultimate Agency Network LLC.
6. 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.
7. Verbal, physical, written or other abuse (including threats of abuse or retribution) of any Ultimate Agency Network LLC customer, employee, member, or officer will result in immediate account termination.
8. 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.
9. You must not upload, post, host, or transmit unsolicited email, SMSs, or “spam” messages.
10. You must not transmit any worms or viruses or any code of a destructive nature.
11. If your bandwidth usage exceeds 300 MB/month, or significantly exceeds the average bandwidth usage (as determined solely by Ultimate Agency Network LLC) of other Agency Command customers, we reserve the right to immediately disable your account or throttle your file hosting until you can reduce your bandwidth consumption.
12. Ultimate Agency Network LLC does not warrant that (i) the service will meet your specific requirements, (ii) the service will be uninterrupted, timely, secure, or error-free, (iii) the results that may be obtained from the use of the service will be accurate or reliable, (iv) the quality of any products, services, information, or other material purchased or obtained by you through the service will meet your expectations, and (v) any errors in the Service will be corrected.
13. You expressly understand and agree that Ultimate Agency Network LLC shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if Ultimate Agency Network LLC has been advised of the possibility of such damages), resulting from: (i) the use or the inability to use the service; (ii) the cost of procurement of substitute goods and services resulting from any goods, data, information or services purchased or obtained or messages received or transactions entered into through or from the service; (iii) unauthorized access to or alteration of your transmissions or data; (iv) statements or conduct of any third party on the service; (v) or any other matter relating to the service.
14. The failure of Ultimate Agency Network LLC to exercise or enforce any right or provision of the Terms of Service shall not constitute a waiver of such right or provision. The Terms of Service constitutes the entire agreement between you and Ultimate Agency Network LLC and govern your use of the Agency Command Service, super ceding any prior agreements between you and Ultimate Agency Network LLC (including, but not limited to, any prior versions of the Terms of Service).
15. Questions about the Terms of Service should be sent to [email protected]