Terms of Service

These Terms of Service (“Terms”) govern your access to and use of AgencyAccess, including the website at agencyaccess.co, the AgencyAccess application, onboarding pages, integrations, and related services (collectively, the “Services”).

The Services are operated by Agency Connect Inc., a Delaware corporation doing business as AgencyAccess (“AgencyAccess,” “we,” “us,” or “our”).

By creating an account, purchasing a subscription, or otherwise accessing or using the Services, you agree to these Terms. If you use the Services on behalf of a company or other organization, you represent that you have authority to bind that organization to these Terms, and “you” refers to that organization.

If you do not agree to these Terms, do not use the Services.

If you have entered into a separate written agreement with Agency Connect Inc. covering the Services, that agreement will control to the extent it conflicts with these Terms.

1. The Services

AgencyAccess provides software designed to help agencies and other businesses streamline client onboarding, collect information, and facilitate access to accounts and assets hosted by third-party platforms.

Features may include:

• client onboarding and intake forms;
• access-request workflows;
• third-party platform integrations;
• team collaboration;
• custom branding;
• custom domains or subdomains;
• embedded onboarding experiences;
• automation integrations; and
• other functionality we make available from time to time.

We may add, modify, or discontinue features as the Services evolve.

The Services are intended for business use and not primarily for personal, household, or consumer use.

2. Eligibility and Authority

You must be at least 18 years old and legally capable of entering into a binding agreement to use the Services.

If you use AgencyAccess for an employer, agency, company, client, or other organization, you represent and warrant that you have authority to act on its behalf.

You are responsible for ensuring that your use of the Services complies with all laws, regulations, contractual obligations, and third-party platform terms applicable to you.

3. Accounts

You may need an AgencyAccess account to use certain features.

You agree to:

• provide accurate and current account information;
• keep your account credentials confidential;
• use reasonable measures to prevent unauthorized access to your account;
• promptly notify us if you become aware of unauthorized access or a security issue involving your account; and
• remain responsible for activity occurring through your account and authorized team members.

You may permit employees, contractors, or other team members to use your account where allowed by your subscription.

You are responsible for those users' compliance with these Terms.

You may not share individual login credentials between unrelated users or allow persons outside your organization to access the Services except through functionality specifically designed for clients or other third parties.

4. Client Onboarding and Authorization

AgencyAccess allows you to request information or account access from your clients and other third parties.

You are solely responsible for ensuring that you have a lawful and legitimate reason to make those requests.

You represent and warrant that:

• you have the authority or permission necessary to send onboarding or access requests to each recipient;
• the information and permissions you request are reasonably related to services you provide to that recipient;
• you will not misrepresent your identity or relationship with a client;
• you will not request access to accounts or assets you are not authorized to access; and
• you will comply with applicable privacy, data protection, advertising, marketing, and communications laws.

AgencyAccess provides technology to facilitate the request. We do not independently verify that you have a contractual or other relationship with each person to whom you send an onboarding request.

5. Third-Party Platform Integrations

AgencyAccess integrates with third-party platforms and services, which may include Google, Meta, Microsoft, LinkedIn, Shopify, Pinterest, TikTok, Snapchat, and other providers.

When a client authorizes access through one of these integrations, permissions are generally established through the third-party platform's own authorization and permission systems.

AgencyAccess may process authentication tokens, account identifiers, asset identifiers, permission information, and other technical information necessary to provide the integration.

You understand and agree that:

• third-party services are not controlled by AgencyAccess;
• integrations depend on APIs, authorization systems, and functionality provided by those third parties;
• third parties may change, restrict, suspend, or discontinue their APIs or functionality at any time;
• AgencyAccess cannot guarantee continued availability of any particular integration;
• your use of a third-party service remains subject to that provider's terms and policies; and
• changes made by a third-party provider may affect AgencyAccess functionality without advance notice.

We are not responsible for the availability, security, operation, policies, or actions of third-party services.

Unless expressly stated otherwise, AgencyAccess is not affiliated with, endorsed by, or sponsored by the third-party platforms with which it integrates.

6. Permissions After Cancellation

Account permissions granted through third-party platforms may exist independently of your AgencyAccess subscription.

Cancelling AgencyAccess does not necessarily revoke permissions that a client previously granted to your organization through Google, Meta, Shopify, or another third-party platform.

Those permissions may need to be reviewed, changed, or revoked through the relevant third-party platform.

You are responsible for maintaining or removing third-party account access when your relationship with a client ends or when such access is no longer appropriate.

7. Customer Data

“Customer Data” means information, content, form responses, configuration, branding materials, client information, and other data that you or persons acting through your AgencyAccess workflows submit to or process through the Services.

As between you and AgencyAccess, you retain ownership of your Customer Data.

You grant AgencyAccess a worldwide, non-exclusive, royalty-free right to host, process, transmit, display, reproduce, and otherwise use Customer Data solely as reasonably necessary to:

• provide and operate the Services;
• perform actions requested by you;
• maintain and secure the Services;
• prevent fraud or misuse;
• provide customer support; and
• comply with applicable law.

You represent and warrant that you have all rights and permissions necessary for AgencyAccess to process Customer Data as contemplated by these Terms.

We do not acquire ownership of Customer Data merely because it is processed through AgencyAccess.

8. Data Protection and Privacy

Our processing of personal information is described in our Privacy Policy, available at:

agencyaccess.co/legal/privacy

Where AgencyAccess processes personal information on your behalf as a processor or service provider, you are responsible for determining the purposes and lawful basis for that processing and for providing any notices or obtaining any consents required by applicable law.

If applicable to your use of the Services, additional data-processing terms may apply.

You must not use AgencyAccess to collect or process personal information in violation of applicable privacy or data-protection laws.

9. Intellectual Property

AgencyAccess and its licensors own all rights, title, and interest in and to the Services, including:

• software;
• source and object code;
• interfaces;
• designs;
• workflows;
• databases;
• documentation;
• text and graphics;
• trademarks;
• logos; and
• other AgencyAccess technology and content.

These Terms do not transfer ownership of the Services or AgencyAccess intellectual property to you.

Subject to your compliance with these Terms and payment of applicable fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Services for your internal business purposes during your subscription or authorized period of use.

Except as expressly permitted by law, you may not copy, modify, distribute, sell, lease, sublicense, reverse engineer, decompile, or attempt to derive the source code of the Services.

10. Your Branding and Materials

If you upload logos, trademarks, images, text, or other branding materials to customize AgencyAccess, you retain ownership of those materials.

You grant us a limited license to use them solely as necessary to provide the Services to you.

You represent that you have the rights necessary to use and provide those materials.

We will not use your trademarks in public marketing or promotional materials without your permission, except as otherwise agreed between us.

11. Feedback

If you provide feedback, suggestions, ideas, or recommendations regarding AgencyAccess, you grant us the right to use that feedback without restriction or compensation to you.

This does not give us ownership of your Customer Data or confidential business information.

12. Subscriptions and Pricing

Certain features require a paid subscription.

Current plans, pricing, included usage, and billing periods are displayed on the AgencyAccess website or during checkout.

Unless otherwise stated at checkout:

• subscription fees are charged in U.S. dollars;
• subscriptions may be offered on monthly or annual billing cycles;
• subscriptions automatically renew for successive periods equal to the previous billing period until cancelled; and
• you authorize us and our payment processor to charge the payment method associated with your account for applicable recurring fees.

Pricing may vary by plan, usage, number of clients, team members, features, or other limits.

We may change subscription prices from time to time. Price changes will apply to future billing periods, and where required we will provide reasonable advance notice.

13. Taxes

Prices displayed by AgencyAccess may not include applicable taxes.

You are responsible for sales, use, value-added, withholding, or similar taxes associated with your purchase, other than taxes based on AgencyAccess's net income.

Where required by law, we or our payment provider may calculate and collect applicable taxes.

14. Payment

Payments may be processed by Stripe or another third-party payment processor.

You agree to provide accurate and current billing information and authorize the applicable payment processor to charge amounts due under your subscription.

If payment cannot be completed, we may retry the payment, restrict paid functionality, suspend your subscription, or terminate the applicable account.

We may use third-party providers for billing and payment processing. Your payment information may therefore also be subject to the provider's applicable terms and privacy policy.

15. Free Trials and Free Plans

We may offer free trials or free versions of the Services.

The duration, functionality, limits, and eligibility requirements of any free trial or free plan will be stated when offered.

Unless expressly stated otherwise when you begin a trial, starting a free trial does not by itself obligate you to purchase a paid subscription.

We may modify or discontinue free trials or free plans at any time.

We may limit free trials to one per person, company, organization, payment method, or other reasonable identifier in order to prevent abuse.

16. Plan and Usage Limits

Subscription plans may include limits relating to clients, onboarding requests, team members, brands, features, integrations, or other usage.

You agree not to circumvent these limits.

If you reach a plan limit, certain functionality may become unavailable until your usage resets or you upgrade your plan.

We will not automatically upgrade you to a higher-priced plan solely because you exceed a plan limit unless you have expressly agreed to usage-based billing or automatic upgrades.

17. Cancellation and Refunds

You may cancel your subscription through your AgencyAccess account or by contacting us.

Unless otherwise stated:

• cancellation takes effect at the end of your then-current paid billing period;
• you may continue using paid features until that period ends;
• subscription fees already paid are non-refundable; and
• we do not provide credits or refunds for partially used billing periods.

Nothing in this section limits any refund or cancellation right that cannot legally be excluded.

If we materially fail to provide paid Services and cannot reasonably remedy the issue, we may provide a credit or refund at our discretion or where required by applicable law.

18. Prohibited Uses

You may not use the Services to:

• violate any law or regulation;
• access or attempt to access accounts, systems, or information without authorization;
• impersonate another person or organization;
• mislead clients about the purpose or scope of an access request;
• collect credentials through phishing, deception, or other fraudulent means;
• distribute malware, malicious code, or harmful content;
• interfere with the operation or security of the Services;
• bypass technical restrictions or plan limits;
• probe or test the vulnerability of the Services without our written authorization;
• scrape or systematically extract data from the Services except through functionality or APIs we expressly provide;
• reverse engineer or attempt to discover source code except where such restriction is prohibited by law;
• use the Services to develop or train a substantially competing product using non-public aspects of AgencyAccess;
• resell or sublicense the Services except with our written permission; or
• use the Services in a manner that infringes the rights of another person.

You may use approved integrations, APIs, automation services such as Zapier, and other automated functionality that we expressly make available.

19. Confidentiality

Each party may receive non-public information from the other that reasonably should be understood to be confidential.

The receiving party will:

• use confidential information only as necessary in connection with the Services;
• use reasonable measures to protect it; and
• not disclose it to third parties except to personnel, contractors, professional advisers, or service providers who need access and are subject to appropriate confidentiality obligations.

Confidential information does not include information that:

• becomes public without breach of these Terms;
• was lawfully known to the receiving party without restriction;
• is independently developed without use of the confidential information; or
• is lawfully received from another source without confidentiality restrictions.

A party may disclose confidential information where legally required, provided it gives notice where legally permitted.

20. Security

We use reasonable administrative, organizational, and technical safeguards designed to protect the Services and information we process.

However, no internet-based service can be guaranteed to be completely secure or uninterrupted.

You are responsible for appropriately configuring your account, maintaining the security of your credentials, managing your team members, and managing access granted to your organization through third-party platforms.

21. Service Availability and Changes

We aim to provide reliable access to AgencyAccess, but we do not guarantee uninterrupted or error-free operation.

The Services may occasionally be unavailable because of:

• maintenance;
• software updates;
• infrastructure failures;
• security incidents;
• third-party API outages or changes;
• internet or telecommunications failures; or
• circumstances outside our reasonable control.

We may modify the Services as we improve or develop the product.

If we discontinue a material paid feature or the Services as a whole, we will use reasonable efforts to provide notice where practicable.

22. Beta and Preview Features

We may make experimental, beta, preview, or early-access functionality available from time to time.

Such features may be incomplete, change without notice, or be discontinued.

Beta or preview functionality is provided “as is” and may be subject to additional restrictions disclosed when the feature is made available.

23. Suspension

We may suspend or restrict access to the Services if we reasonably believe:

• you have materially violated these Terms;
• your use creates a security or legal risk;
• your account has been compromised;
• payment is materially overdue;
• your activity threatens the Services or other users; or
• suspension is required by law or by a third-party platform whose services are necessary to provide the relevant integration.

Where reasonably practicable, we will attempt to notify you and provide an opportunity to remedy the issue.

24. Termination

These Terms remain in effect while you use the Services.

You may stop using the Services at any time and may cancel your account or subscription as described above.

We may terminate your access if you materially breach these Terms and fail to cure the breach within a reasonable period after notice, where cure is appropriate.

We may terminate immediately where necessary because of fraud, unlawful activity, security risk, serious abuse, or circumstances where continuing to provide the Services would create material legal or technical risk.

Following termination, provisions that by their nature should survive will remain in effect, including provisions relating to intellectual property, payment obligations, confidentiality, disclaimers, liability, indemnification, and disputes.

25. Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.”

AGENCYACCESS DISCLAIMS ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

WE DO NOT WARRANT THAT:

• THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE;
• EVERY THIRD-PARTY INTEGRATION WILL REMAIN AVAILABLE;
• AN ACCESS REQUEST WILL BE APPROVED BY A THIRD-PARTY PLATFORM OR CLIENT;
• THIRD-PARTY PLATFORMS WILL OPERATE AS EXPECTED; OR
• THE SERVICES WILL MEET EVERY PARTICULAR BUSINESS REQUIREMENT.

Some jurisdictions do not permit certain warranty exclusions, so some of these exclusions may not apply to you.

26. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER AGENCYACCESS NOR ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, OR AGENTS WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, OR DATA, ARISING OUT OF OR RELATED TO THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE TOTAL AGGREGATE LIABILITY OF AGENCYACCESS ARISING OUT OF OR RELATING TO THE SERVICES OR THESE TERMS WILL NOT EXCEED THE GREATER OF:

(A) THE AMOUNT YOU PAID TO AGENCYACCESS FOR THE SERVICES DURING THE TWELVE MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) US$100.

These limitations apply regardless of the legal theory on which a claim is based.

The limitations do not apply to liability that cannot lawfully be limited or excluded.

27. Indemnification

You agree to defend, indemnify, and hold harmless Agency Connect Inc., its affiliates, and their respective directors, officers, employees, and agents from third-party claims, damages, liabilities, judgments, losses, costs, and reasonable legal fees arising out of or relating to:

• your unlawful or unauthorized use of the Services;
• your breach of these Terms;
• your Customer Data;
• your infringement or violation of another person's rights;
• an onboarding or account-access request sent without appropriate authority;
• your relationship or dispute with one of your clients; or
• the acts or omissions of users operating through your account.

We will provide reasonable notice of an indemnified claim and reasonable cooperation in its defense.

You may not settle a claim in a manner that admits liability by AgencyAccess or imposes obligations on AgencyAccess without our written consent.

28. Third-Party Disputes

AgencyAccess is not a party to the underlying relationship between an agency and its client.

Any dispute concerning:

• whether an agency should have access to a client's account;
• the scope of services provided by an agency;
• ownership or control of a third-party account;
• termination of an agency-client relationship; or
• whether previously granted permissions should remain active

is between the relevant agency, client, and third-party platform.

AgencyAccess may assist with technical issues but is not responsible for resolving those disputes.

29. Changes to These Terms

We may update these Terms from time to time.

When we do, we will update the “Last updated” date above.

If we make a material change affecting existing customers, we will provide reasonable notice through the Services, by email, or by another appropriate method where required.

Your continued use of the Services after updated Terms become effective constitutes acceptance of the updated Terms to the extent permitted by law.

Changes will not retroactively alter accrued payment obligations or legal rights where prohibited by law.

30. Governing Law

These Terms and any dispute arising out of or relating to them or the Services are governed by the laws of the State of Delaware, United States, without regard to conflict-of-law principles.

The United Nations Convention on Contracts for the International Sale of Goods does not apply.

31. Dispute Resolution and Venue

Before filing a legal claim, each party agrees to make a reasonable good-faith effort to resolve the dispute informally.

A party wishing to raise a dispute must provide written notice describing the dispute, and the parties will attempt to resolve it for at least thirty (30) days.

If the dispute cannot be resolved informally, each party agrees that any legal action arising out of or relating to these Terms or the Services will be brought exclusively in the state or federal courts located in the State of Delaware, and each party consents to the personal jurisdiction and venue of those courts.

To the extent permitted by law, each party knowingly and voluntarily waives any right to a trial by jury in any proceeding arising out of or relating to these Terms.

Nothing in this section prevents either party from seeking temporary or injunctive relief where necessary to prevent unauthorized access, misuse of intellectual property, breach of confidentiality, or other immediate harm.

32. Assignment

You may not assign or transfer these Terms without our prior written consent, except in connection with a merger, reorganization, or sale of substantially all of your business or assets where the successor agrees to these Terms.

AgencyAccess may assign these Terms to an affiliate or in connection with a merger, acquisition, corporate reorganization, financing, or sale of all or substantially all of the AgencyAccess business or assets.

Subject to the foregoing, these Terms bind and benefit the parties and their permitted successors and assigns.

33. Force Majeure

Neither party will be liable for a delay or failure to perform caused by circumstances beyond its reasonable control, including natural disasters, war, terrorism, labor disputes, government action, internet or telecommunications failures, widespread cloud infrastructure outages, or failures of third-party platforms.

This section does not excuse payment obligations for Services already provided.

34. Electronic Communications

You agree that we may communicate with you electronically regarding the Services.

Electronic notices, disclosures, agreements, and other communications satisfy any legal requirement that communications be in writing to the extent permitted by law.

35. Miscellaneous

These Terms, together with the Privacy Policy and any additional terms expressly incorporated into them, constitute the entire agreement between you and AgencyAccess regarding the Services unless you have a separate written agreement with us.

If any provision of these Terms is held unenforceable, the remaining provisions will remain in effect and the unenforceable provision will be modified only to the extent necessary to make it enforceable.

Our failure to enforce a provision is not a waiver of our right to do so later.

Headings are for convenience only and do not affect interpretation.

No agency, partnership, joint venture, employment, fiduciary, or franchise relationship is created between you and AgencyAccess by these Terms.

36. Contact

Questions about these Terms may be sent to:

Agency Connect Inc. 1942 W Gray St., Unit 70, Houston, TX 77019 United States

Email: support@agencyaccess.co