AgendaCloud Website and Products Terms and Conditions of Use

PLEASE READ THESE TERMS AND CONDITIONS OF USE CAREFULLY. THESE TERMS AND CONDITIONS OF USE MAY HAVE CHANGED SINCE YOUR LAST VISIT TO THIS WEBSITE AND TO THE PRODUCTS. YOU AGREE TO CHECK FOR UPDATES TO THESE TERMS AND CONDITIONS OF USE. BY USING THIS WEBSITE OR THE SOFTWARE PRODUCTS, YOU INDICATE YOUR ACCEPTANCE OF THESE TERMS AND CONDITIONS OF USE. IF YOU DO NOT ACCEPT THESE TERMS AND CONDITIONS OF USE, THEN YOU MAY NOT USE THIS WEBSITE OR THE SOFTWARE PRODUCTS AND SERVICES.

Last revised January 2020

Terms and Conditions.

This is a legal agreement between any third party that uses the AgendaCloud application or website (“You/Your”) and Agile Tech Consulting, LLC, a.k.a. Agile Tech, dba AgendaCloud (“We/Us/Our”), please read it carefully. These Terms of Service (“Terms“) govern your use of the software and websites (the “Service”) provided by Agile Tech. Our Privacy Policy explains the way we collect and use your information and our Acceptable Use Policy outlines our expectations with respect to your behavior when using the Service. By using the Service you agree to be bound by these Terms, our Privacy Policy and our Security Policy. If you’re using our Service on behalf of an organization or entity (“Organization”), then you are agreeing to these Terms on behalf of that Organization and you represent and warrant that you have the authority to bind the Organization to these Terms. In that case, “you” and “your” refers to that Organization.

Description of the Service

The Service enables You to organize board meetings. You can schedule board meetings; create agendas; create meeting minutes; attach supporting documents to agenda items, minutes; and send email messages to Item Approvers, Board Members, meeting invitees or other related parties. We reserve the right to make changes to the design, offerings, technical specifications, systems, and other functions of the Service, at any time without prior notice.

The Service is generally available at any time. However, We may schedule downtime during which time the Service will be unavailable for technical, maintenance, operational, or security reasons. You acknowledge that We cannot guarantee Your access to the Internet and that We shall not be in any way responsible if You are unable to access the Service due to deficiencies in Your own Internet connections or equipment.

Registration or Creating an Account.

In order to use the Service, You must create an AgendaCloud account using Your email address, full name and a password. You will receive a confirmation email requiring that You follow the instructions in the email in order to complete creation of Your account. You agree to provide true, accurate, current and complete information about yourself and your organization, as applicable, as requested in the registration form and elsewhere on the Site, and agree to update such information if it changes.

Account Types

You can create a free/trial account or a paid account. A paid account can be either an individual account or an organization account. There is no fee to set-up or use of a Trial account. A Complete account requires monthly or annual payments. We reserve the right to charge for any portion of the Service and to modify the pricing of, add to, or discontinue the Service or any portion thereof without prior notice. Features available through each account type are specified on the Account Types page at https://agendacloud.io/pricing.

2. Communication with You.

We reserve the right to send messages to you to inform you of (a) changes or additions to the Site, the Products, this Agreement or the Fee Schedule (defined below), (b) violations of this Agreement or actions relating to your privilege to access and use the Site or the Products, (c) any other matter related to the Site, the Products or this Agreement or (d) for marketing and other purposes. Nothing in this provision shall require or obligate us to send any notice if no notice is required or mandated elsewhere in this Agreement. You may unsubscribe from our marketing communications at any time, although you will continue to receive transactional messages from us.

BY ENTERING INTO THIS AGREEMENT, YOU ACKNOWLEDGE THAT WE MAY CONTACT YOU VIA TELEPHONE (EITHER BY A LIVE PERSON) TO DISCUSS THE PRODUCTS AND YOU CONSENT TO SUCH CONTACT. FURTHER, YOU CONSENT TO RECEIVE SUCH PHONE CALLS AT THE TELEPHONE NUMBER YOU ENTERED ON THE SITE. You do not need to agree to this provision in order to use the Site or purchase the Products and if you would like us not to contact you by telephone, please send an email to donotcall@agendacloud.io. Upon request, we may also contact you via telephone or text you in order to provide you with your password or other information you request.

3. Copyright and Trademark Information.

All copyright, trademarks, design rights, and other intellectual property rights (registered and unregistered) in and on AgendaCloud belong to the Agile Tech and/or third parties (which may include you or other users.) The Agile Tech reserves all of its rights in AgendaCloud website. Nothing in the Terms grants you a right or license to use any trade mark, design right or copyright owned or controlled by Agile Tech or any other third party except as expressly provided in the Terms and Conditions.

4. Fees

(a) Fee. By using the Service, You are expressly agreeing that We are permitted to bill You a subscription fee, any applicable tax and any other charges You may incur in connection with Your use of the Service. The subscription fee will be billed at the beginning of Your subscription. We will then automatically bill You each billing period on the calendar day corresponding to the commencement of Your subscription. All fees and charges will be charged in US dollars, are nonrefundable, and there are no refunds or credits for partially used periods. If Your credit or debit card reaches its expiration date, you will be notified by email, Your continued use of the Service constitutes Your authorization for Us to continue billing You, and You remain responsible for any uncollected amounts.

Your subscription will be automatically renewed at the end of each term for a term of equal length, without prior notice to You, unless and until You cancel Your subscription, or We terminate it. You must cancel Your subscription before it renews in order to avoid billing of the next term’s subscription fees.

(a) Disputes. Notwithstanding anything set forth herein to the contrary, any disputes about any charges to you under this Agreement must be submitted to us in writing within 60 days of the date such charges are incurred. You agree to waive all disputes not brought within the 60 day period, and all such charges will be final and not subject to challenge.

Your Obligations

As a condition of using the Service You (1) warrant that You have obtained all necessary licenses, permissions, consents and agreements necessary for the lawful use of any material You upload, send, use or store on the Service (2) agree that You will not use the Service to:

• transmit, route, or provide connections to store any material that infringes any copyright or otherwise violates or promotes the violation of the intellectual property rights of any third party;
• use or launch any automated system, such as “robots”, “spiders” or “offline readers” that access the Service in a manner that sends more request messages to the servers in a given period of time than a single human can reasonably produce in the same period by using a conventional online web browser;
• obtain or compile data about other user’s usage of the Service, invade the privacy of others, misuse the personal data of others, or otherwise incite a person, persons or corporate entity to carry out such acts;
• violate or encourage any conduct that would violate, any applicable law or regulation or would give rise to civil liability;
• engage in the unauthorized dissemination of a business secret or confidential information, or in any activity that is libelous, defamatory, abusive, derogatory, inflammatory or obscene;
• collect or harvest any personally identifiable information, including names, from the Service or to contact users other than those who are invited to Your meeting or are personally known to You;
• commit or participate in a crime, harm or threaten to harm others in any way, or interfere with, or attempt to interfere with, the access of any user, host or network, including without limitation, by sending a virus, overloading, flooding, spamming, or mail-bombing the Service or to engage in any “annoying activity” including but not limited to sending unsolicited email, junk mail, SPAM, chain letters, or promotions or advertisements for products or services;
• the user is responsible for any files’ content uploaded to the system; such as, attachments, and any misuse will cause a termination of the account;
• or impersonate or misrepresent Your affiliation with any person or entity

and (3) agree that You will not:

• access, tamper with, or use any non-public areas of the Service or Our systems or those of Our Service Providers;
• attempt to probe, scan, or test the vulnerability of the Service or any related system or network or breach any security or authentication measures used in connection with the Service;
• or attempt to decipher, decompile, disassemble, or reverse engineer any of the software used to provide the Service.

Responsibility for Data

You are solely responsible for all material that You store, transfer or send through the Service. All such material shall remain Your sole property or that of its respective legal owner. We shall have no liability for such materials. By entering, storing, or sending Your data, information, or files through the Service, you grant Us a nonexclusive, worldwide, transferable license, on a royalty-free basis, with a right to sublicense this right to third parties assisting Us in providing the Service, to use, copy, distribute and process Your data, information and files through the Service on Your behalf solely for the purpose of storing, transferring and delivering such data, information and files. You acknowledge and agree that We will not be responsible for any failure of the Service to store any information, for the deletion of files or information stored on the Service, or for the corruption of or loss of any data, information or material saved or sent through the Service. You agree that good data storage procedures require that You keep a back-up copy of any documents or materials submitted or saved through the Service.

Third Party Applications, Data and Websites

We use third party vendors to assist in providing the Service (“Service Providers”.) All or some of the data is stored on servers provided by Service Providers. Certain features and functionality of the Service may be implemented through the use of a third party API and other licensed third party software or technology. A Service Provider handles Our payment processing. We may use other Service Providers; the types of Service Providers We may use include, without limitation, providers of the following types of services: networking, storage, credit card transactions, customer relationship management, website maintenance, database management, and web analytics. Additionally the Service and the website may contain links to third party websites or software that are not owned or controlled by Us. We cannot censor or edit or control the content of any third party website. We are not liable for any losses incurred by You during the use of any third party websites, software or technology.

Indemnity

You will defend, indemnify, and hold harmless Us and Our officers, directors, affiliates, licensors, employees and agents, from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with Your access to or use of the Service, or Your violation of this Agreement, including without limitation third party claims that files or any materials uploaded, transmitted, exchanged or submitted to the Service by You infringe or misappropriate the intellectual property rights, privacy rights, publicity rights, or moral rights of a third party.

Disclaimer of Warranties and Limitation of Liability

YOU UNDERSTAND AND AGREE THAT THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

WE MAKE NO GUARANTEE THAT THE AGENDA AND/OR MINUTES CREATED BY THE SYSTEM WILL MEET LEGAL REQUIREMENTS TO FULFILL A LEGAL ENTITY FOR YOUR JURISDICTION.

WE MAKE NO WARRANTY THAT THE SERVICE WILL MEET YOUR REQUIREMENTS OR THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE. USE OF THE SERVICE IS DONE AT YOUR OWN RISK AND WE WILL NOT BE RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR THE COMPUTER SYSTEM OF ANY THIRD PARTY OR LOSS OF DATA THAT RESULTS FROM USE OF THE SERVICE.

YOU EXPRESSLY UNDERSTAND AND AGREE THAT WE 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 WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) IN CONNECTION WITH THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY SUCH DAMAGES RESULTING FROM: (I) THE USE OR THE INABILITY TO USE THE SERVICE; (II) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES; OR (III) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR MATERIAL. IN NO EVENT WILL OUR TOTAL CUMULATIVE LIABILITY FOR DAMAGES EXCEED THE LESSER OF USD $100 OR THE AMOUNT YOU PAID FOR THE SERVICE IN THE TWELVE (12) MONTHS LEADING UP TO THE EVENT GIVING RISE TO SUCH A CLAIM. YOU EXPRESSLY RECOGNIZE AND ACKNOWLEDGE THAT SUCH LIMITATION OF LIABILITY IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE AGREEMENT BETWEEN US AND YOU AND THAT IT IS AN ESSENTIAL FACTOR IN ESTABLISHING THE PRICE FOR THE SERVICE.

SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF CERTAIN WARRANTIES OR THE EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OR ALL OF THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU AND YOU MAY HAVE ADDITIONAL RIGHTS.

Termination

You may cancel Your subscription at any time by going in to Your account settings or by contacting Us at help@agendacloud.io . In the event that You cancel a paid account We will not refund any fees paid by You, Your subscription will remain active for the remainder of the term for which you paid. At the expiration of Your paid period We may delete all of Your data and remove all access to the canceled account. In the event that You cancel a free account We may immediately delete all data and remove all access to Your account, data cannot be restored once has been deleted. You agree and acknowledge that We have no responsibility to retain Your data and that all data in Your account may be irretrievably deleted if Your account has been canceled.

We reserve the right to discontinue the Service or to change the Service at any time and will provide notice of such discontinuation or change to You through posting changes to these Terms of Service and/or by notifying You through email using the account information You provided to Us. In the event We discontinue the Service We will refund any fees paid by You, prorated proportionally to the amount of time remaining in the then-current term.

If You breach this Agreement, We will have the right to terminate Your subscription immediately, without notice, and to deactivate Your account. In the event of such termination We will not be required to refund any fees paid by You. Termination of Your subscription includes removal of access to all features of the Service and You agree that all terminations will be made in Our sole discretion and that We will not be liable to You nor any third party for termination of Your subscription.

We reserve the right to delete a Trial/free account after an extended period of inactivity and the right to delete a Paid account that has gone unpaid for more than 90 days.

You will lose your access to the system as soon as Your subscription ends. It is your responsibility to download your personal data from the system before the termination. We will hold your records (any personal data) for 90 days. Any request to recover the personal data after termination, Agile Tech will charge for restoration fee $150.

You acknowledge that, although We have no obligation to monitor Your use of the Service, we have the right to do so for the purpose of operating the Service, to ensure Your compliance with this Agreement, or to comply with applicable law or the order or requirement of a court, administrative agency, or other governmental body. We reserve the right at all times to disclose, in our sole discretion, any user files when necessary to (a) satisfy any law, regulation, or governmental request or (b) reduce or prevent what We consider to be, in Our sole discretion, a serious or imminent threat to Your health or safety, or the health or safety of another.

Notices

Except as otherwise set forth herein, notices made by Us under this Agreement that affect customers generally (e.g., notices of updated fees, etc.) will be posted on Our website. Notices for You or Your account specifically (e.g., notices of breach) will be provided to You at the email address provided to Us in Your registration for the Service or any updated email address You provided to Us. It is Your responsibility to keep Your email address current and You will be deemed to have received any email sent to any such email address, upon Our sending of the email, whether or not You actually receive the email. All communications and notices to be made or given pursuant to this Agreement shall be in the English language.

Notices to Us under this Agreement and questions regarding this Agreement or the Service, must be sent to the following address:

help@agendacloud.io and/or

AgendaCloud c/o Agile Tech Consulting, LLC
6100 Greenland Rd. Suite 402
Jacksonville, FL 32258 USA
Phone: +1 904 683-2364

International Use

You agree to comply with all applicable local rules and laws including but not limited to those regarding online conduct and acceptable content. Specifically, You agree to comply with all applicable laws regarding the transmission of technical data exported from the United States or the country in which You reside.

Proprietary Rights

© 2020 Agile Tech Consulting, LLC or its affiliates. All rights reserved. The look and feel and features of the software product/service, and the AgendaCloud website are protected under US copy right law. You agree not to duplicate, copy, or reuse any portion of the Service or the AgendaCloud website or the visual design elements or concepts without express written permission from Us.

You acknowledge and agree that the Service contains proprietary and confidential information that is protected by applicable intellectual property and other laws. Except as expressly permitted by applicable law or as authorized by Us or the applicable licensor, You agree not to attempt to decipher, decompile, disassemble, or reverse engineer any of the software used to provide the Service and not to modify, rent, lease, loan, sell, distribute, transmit, broadcast, publicly perform or create derivative works based on the Service or the software used to provide the Service, in whole or in part.

General

If any portion of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, the remaining portions of this Agreement will remain in full force and effect, and any invalid or unenforceable portions shall be construed in a manner that most closely reflects the effect and intent of the original language. If such construction is not possible, the provision will be severed from this Agreement, and the rest of the Agreement shall remain in full force and effect.

Our failure to enforce any provision of this Agreement shall in no way be construed to be a present or future waiver of such provision nor in any way affect Our right to enforce such provision thereafter. All waivers by Us must be in writing to be effective.

This Agreement and all matters arising from it will be governed by and construed according to the laws of the State of Florida without regard to conflict of laws principles and all disputes in relation thereto shall be subject to the exclusive jurisdiction of the courts of the State of Florida.

This Agreement incorporates by reference all policies and guidelines posted on Our website and constitutes the entire agreement between You and Us regarding the subject matter hereof and supersedes any and all prior or contemporaneous representation, understanding, agreement, or communication between You and Us, whether written or oral, regarding such subject matter. We will not be bound by, and specifically object to, any term, condition or other provision which is different from or in addition to the provisions of this Agreement (whether or not it would materially alter this Agreement) and which is submitted by You in any order, acceptance, confirmation, correspondence or other document.