AgentSync featured in Check Out The Article

Updated On July 1, 2020

Terms & Conditions

These Terms and Conditions (“Terms”) govern each order form (“Order Form”) by and between AgentSync, Inc. (“AgentSync”) and the Customer set forth in the Order Form (“Customer”), and AgentSync’s provision and Customer’s use of AgentSync’s software as a service applications (“Software Services”) and related implementation, training, maintenance and technical support services (collectively, with the Software Services, the “Services”), effective as of the Effective Date of the Order Form. These Terms collectively with the Order Form and any statement of work (“SOW”), addenda, exhibits and amendments, which are incorporated herein, are referred to as the “Agreement.” By signing an Order Form and/or using AgentSync’s services, Customer agrees to these Terms. Any capitalized terms not defined in these Terms have the meanings ascribed to them in the Order Form and SOW. The terms of the last Order Form entered into between AgentSync and Customer supersede all prior Order Forms and any conflicting or inconsistent provisions of the Terms.



01. Services

1.1. Software Services. AgentSync will implement the Software Services (“Implementation Service”), maintain and support the Software Services in accordance with the SOW attached to the Order Form as Attachment 1, and provide Customer all of the Services subject to and in accordance with the Order Form, SOW and these Terms.

1.2. Customer Responsibilities. Customer will dedicate sufficient resources, including IT techs and Salesforce administrators to implement the Services. Customer shall also be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including without limitation, hardware, servers, software, operating systems, networking, internet connection, web servers, email and the like (collectively, “Equipment”). Customer shall also be responsible for maintaining the security of the Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer account or the Equipment with or without Customer’s knowledge or consent. these Terms.

1.3. Restrictions. Customer will not directly or indirectly (a) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms of the Services or any software, documentation or data related to the Services (“Software”); (b) modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by AgentSync or authorized within the Services); (c) use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third party; or remove any proprietary notices or labels; or (d) delete, mask or in any manner alter the copyright, trademark, or other proprietary rights notices of AgentSync appearing on the Services or Documentation as delivered to Customer.

1.4. Salesforce Pass-Through Terms. Customer specifically acknowledges the Software Services are hosted on the Salesforce cloud service platform described at Salesforce Service Cloud Overview (“Salesforce Platform”). If Customer has purchased a Salesforce Platform license through the Salesforce-AgentSync Reseller Program, Customer accepts and agrees to the Salesforce Reseller Pass-Through Terms of Use available at Salesforce Pass-Through Terms, which are incorporated into this Agreement by reference. Notwithstanding anything to the contrary in this Agreement or otherwise, this Agreement is subject to the Salesforce Pass-Through Terms of Use, which shall supersede and control with respect to any conflicting or inconsistent terms of this Agreement. Customer represents, warrants and covenants Customer will use the Services in compliance with these Terms, AgentSync’s standard published policies then in effect, all applicable laws and regulations, and the Salesforce Pass-Through Terms available at Salesforce Pass-Through Terms. Customer agrees to indemnify and hold harmless AgentSync against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from Customer’s use of Services. Although AgentSync has no obligation to monitor Customer’s use of the Services, AgentSync may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing.

1.5. NIPR Pass-Through Terms; Fair Credit Reporting Act. Customer specifically acknowledges the Software Services use the National Insurance Producer Registry (“NIPR”) at NIPR Producer Database as a primary data source. Customer also agrees that to use certain outbound data portions of the Software Services, Customer must sign up with NIPR, and Customer’s use of the NIPR data is subject to NIPR’s terms of use set forth at NIPR Use Agreement and the pass-through terms set forth in Attachment 1 at NIPR Pass-Through Terms (“NIPR Pass-Through Terms”). Notwithstanding anything to the contrary in this Agreement or otherwise, Customer’s use of the NIPR data is subject to the NIPR Use Agreement and the NIPR Pass-Through Terms, and AgentSync shall not be responsible or liable for Customer’s use of the NIPR data in violation of the NIPR Use Agreement or NIPR Pass-Through Terms. Customer represents, warrants and covenants Customer will use the Services in compliance with these Terms, AgentSync’s standard published policies then in effect, all applicable laws and regulations, and the NIPR data usage, fair credit reporting act notice requirements, and other pass-through terms and restrictions available at NIPR Use Agreement and in the NIPR Pass-Through Terms. Customer agrees to indemnify and hold harmless AgentSync against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from Customer’s use of Services. Although AgentSync has no obligation to monitor Customer’s use of the Services, AgentSync may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing.

1.6. Third-Party Services. AgentSync Software Services may grant Customer access to the websites for third parties, including other service providers and merchants from whom Customer may obtain services or goods, including Salesforce.com and NIPR. Customer acknowledges AgentSync does not operate or control the products or services offered by third parties, and AgentSync is not a party to any agreements, dealings or transactions between Customer and third parties. AgentSync takes no responsibility for any advertisements, claims or other information supplied by third parties. Customer uses such third-party services at Customer’s own risk and AgentSync does not guarantee or warrant any third-party services or goods in any way. Customer agrees that the limitation and disclaimer of liability recited in this Agreement fully extends to Customer’s use of any third-party websites including Customer’s obtaining of services or goods from third party service providers or merchants.

1.7. Service Levels; Data Security; Disaster Recovery Plan. Customer acknowledges the Software Services and Customer’s instance of the Software Services are hosted on the Salesforce cloud service platform described at Salesforce Cloud Platform (“Salesforce Platform”) and Customer must look to Salesforce with respect to service level commitments, service uptime and service availability. Salesforce’s description of system status, security and compliance is set forth at Trust Salesforce (“Salesforce Data Security Policy”), and disaster recovery plan is set forth at Salesforce Disaster Recovery Plan (“Salesforce DRP”). Customer acknowledges and accepts that since the Software Services are hosted on the Salesforce Platform, all producer-related data provided by Customer to enable the provision of AgentSync’s Services (“Producer Data”) is stored by Salesforce, not AgentSync. As such, Customer agrees Salesforce, and not AgentSync, is responsible and liable for the security and backup/recovery of stored Producer Data in accordance with Salesforce’s Data Security Policy at Trust Salesforce and Disaster Recovery Plan at Salesforce Disaster Recovery Plan.


02. Warranty; Disclaimer

2.1. By AgentSync. AgentSync represents and warrants that during the Term (a) AgentSync shall perform the Implementation Services in a professional and workmanlike manner; (b) the Software Service will conform to the Software Service’s then-current Documentation in all material respects; and (c) the Software Service will pass through NIPR data faithfully as provided by NIPR to AgentSync (but AgentSync cannot guarantee the accuracy of the underlying NIPR data and is not responsible for how Customer uses the NIPR data).

2.2. By Customer. Customer represents and warrants that during the Term, Customer shall be responsible for and comply with all laws, regulations and third party rights applicable to Customer’s access and use of Services, including without limitation, the NIPR Use Agreement, Salesforce Pass-Through Terms (if applicable), privacy rights and obtaining the necessary consents for, collection, use and storage of personal information, and use of the Services with third party equipment, software and technology.

2.3. Disclaimer. Except as expressly provided in this Agreement, and to the maximum extent permitted by law, neither party makes any warranties to the other party, and each party disclaims all warranties, oral or written, express, implied or statutory (either in fact or by operation of law), including without limitation, any warranties of fitness for a sufficient or particular purpose, non-infringement or arising from any course of dealing, course of performance or usage in trade. The warranties set forth in this Section 2 are the only warranties made by AgentSync in connection with the Services. Except as expressly set forth in this Section, the Services and all information provided in the Services are provided “as is” and AgentSync makes no, and expressly disclaims all, other representations or warranties of any kind with respect to the Services. No data or information obtained by Customer from AgentSync through the Software Services shall create any warranty, representation or guarantee of any kind. AgentSync’s warranties do not apply to, and AgentSync shall not be responsible or liable for, third-party information, data, software, services or technology, including without limitation the NIPR service and data and the Salesforce Cloud Platform or other services. Customer specifically acknowledges the information and data provided through the Services is provided by NIPR and other third parties, and may contain inaccuracies, omissions, errors, inaccurate dates and other defects or deficiencies, and AgentSync will not be liable for any damages, losses, costs or expenses of any kind resulting from use of or inability to use of information and data contained in the Services. AgentSync shall have no liability for Customer’s use of any information obtained through the Services. AgentSync’s warranty obligations are expressly subject to the Services being used in accordance with this Agreement, Documentation and any other instructions provided by AgentSync. Customer acknowledges the Services are complex with a variety of dependencies, and as such, AgentSync does not warrant that Services are error-free or that the use of the Services will be secure, uninterrupted, or accepted by any third party, nor does AgentSync make any warranty as to the results that may be obtained from use of the Services. The Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by AgentSync or by third-party providers, or because of other causes beyond AgentSync’s reasonable control.


03. Fees and Payment

3.1. Fees. Customer will pay AgentSync the then applicable fees set forth in the Order Form for the Services (“Fees”) in US dollars in accordance with the payment terms in the Order Form (or SOW, if applicable). Fees are not refundable unless AgentSync breaches this Agreement. Fees do not include and Customer shall be responsible for all taxes (other than U.S. taxes based on AgentSync’s net income) and expenses. Customer agrees to reimburse AgentSync for such costs incurred by AgentSync within 30 days after AgentSync provides Customer with an invoice and accounting for such costs. At Customer’s request, AgentSync will provide original receipts and documentation supporting such costs.

3.2. Payment. Unless stated otherwise in the Order Schedule, invoices are due within 30 days after the date of invoice. Payments made after their due date will incur a daily simple interest from the original invoice due date at a rate equal to 1% per month or the maximum rate permitted by applicable law, whichever is lower, rounded up to the nearest month. Customer shall pay all such interest and reasonable costs of collection, including but not limited to, reasonable attorneys’ fees and court costs. If Customer does not pay AgentSync within 30 days after the due date of any invoice, AgentSync may, with prior written notice at its sole discretion, in addition to pursuing any of its other remedies, either suspend provision of the applicable AgentSync Service until all outstanding payments are made, or terminate this Agreement. No such suspension shall affect AgentSync’s rights or Customer’s accrued obligations under this Agreement. If Customer believes AgentSync has billed Customer incorrectly, Customer must contact AgentSync no later than 90 days after the due date on the first invoice in which the error or problem appeared, to receive an adjustment or credit. Inquiries should be directed to AgentSync’s customer support department.


04. Confidentiality

4.1. “Confidential Information” means business, financial and technical information and materials provided by one party (“Discloser”) to the other party (“Recipient”) identified by Discloser as “confidential” or “proprietary,” or that Recipient otherwise knows or should reasonably know by the content or context of the information is confidential to Discloser. AgentSync’s Confidential Information includes without limitation, whether or not marked or identified as confidential: (a) non-public information regarding features, functionality and performance of the Service; (b) information regarding AgentSync’s pricing, product roadmaps and strategic marketing plans; and (c) non-public Documentation and other materials related to the Services. The existence of this Agreement shall not be considered Confidential Information, but the terms of this Agreement shall be treated as Confidential Information.

4.2. Exceptions.  This Agreement imposes no obligation on the Recipient with respect to information the Recipient can establish: (a) was in the possession of or was known by the Recipient prior to its receipt from the Discloser without an obligation to maintain its confidentiality; (b) is or becomes generally known to the public without violation of this Agreement; (c) is obtained by the Recipient from a third party without an obligation to keep such information confidential; or (d) is independently developed or created by the Recipient without use of or reference to Discloser’s Confidential Information.

4.3. Protection. Recipient shall protect from unauthorized disclosure any Confidential Information disclosed by Discloser in the same manner Recipient protects its own Confidential Information, but using at least reasonable care. Each party agrees to maintain confidentiality of the terms of this Agreement and will not disclose any of the terms without prior written approval of the other party.

4.4. Use and Disclosure. Recipient may use Discloser’s Confidential Information only for performing its obligations and exercising rights in connection with this Agreement. Except as otherwise expressly provided in this Section, neither party receiving Confidential Information of the other may disclose it to anyone without the prior written consent of the Discloser, except to (a) the Recipient’s own employees, consultants, service providers and agents to whom disclosure is necessary to fulfill the purposes set forth in this Agreement and who are advised about and the confidential nature of the information, and who are bound by confidentiality obligations at least as protective as those set forth in this Agreement; (b) to implement, perform and enforce the terms of this Agreement; (c) by law; or (d) under appropriate nondisclosure terms to an existing or potential investor, acquiring company, bank or other financial institution in connection with a merger, acquisition, financing, loan or similar corporate transaction.

4.5. Legally Compelled Disclosure. Notwithstanding the foregoing, either party may disclose Confidential Information if required by law or regulatory authorities, provided that if Recipient is required to disclose Confidential Information by applicable law, regulatory authorities or court order, Recipient shall notify Discloser of the required disclosure promptly in writing and shall cooperate with Discloser in any lawful action to contest or limit the scope of the required disclosure before disclosing any Confidential Information. If the Recipient is compelled pursuant to a legal proceeding or otherwise required by law to disclose the other party’s Confidential Information, then before any such disclosure the Recipient will promptly notify the Discloser so the Discloser may seek a protective order or other appropriate remedy and/or waive compliance with this Agreement and the Recipient shall use its best efforts to obtain confidential treatment for such Confidential Information. In any such legally compelled disclosure, only that portion of the Discloser’s Confidential Information that is legally required to be disclosed may be disclosed.


05. Proprietary Rights

5.1. Customer Data. Customer shall own all right, title and interest in and to all data provided by Customer to enable the provision of AgentSync’s Services, including but not limited to Producer Data (“Customer Data”).

5.2. AgentSync Services. AgentSync shall own and retain all right, title and interest in and to (a) the Services and Software, all improvements, enhancements, modifications and derivative works thereof; (b) any software, applications, inventions or other technology developed in connection with the Services and support; (c) all comments, test results and other feedback on the Services; and (d) all intellectual property rights related to any of the foregoing. Non-public elements of the Services and Documentation are Confidential Information of AgentSync.


06. Personal Information and Data Security

6.1. Privacy Policy. Customer understands and agrees that in connection with providing the Services, AgentSync processes Customer Data, which may include information that identifies an individual person (“Personal Information”), and analytics regarding Customer’s use of the Services. Customer agrees that AgentSync processes this information as described in the AgentSync Privacy Policy available here.

6.2. Data Processing. AgentSync shall process Personal Information only for the purposes of providing the Services and in accordance with the Terms.

6.3. Service Providers. Customer acknowledges and agrees that AgentSync may engage third-party service providers to assist AgentSync in providing the Services. AgentSync shall enter into a written agreement with such service providers that contains contractual obligations to protect any Personal Information shared by AgentSync with such service providers that are no less protective than those set forth under the Terms.

6.4. Data Rights. If AgentSync receives a request from a consumer whose Personal Information is processed through the Services to exercise a consumer data rights request under applicable data protection laws, AgentSync shall promptly notify Customer of the request. Customer acknowledges and agrees that Customer, and not AgentSync, is responsible for responding to all consumer data rights requests.

6.5. Data Security. AgentSync shall implement and maintain industry-standard technical and organizational security measures that are reasonably designed to prevent unauthorized access to and disclosure of Personal Information processed through the Services. Upon becoming aware of any unauthorized access to or disclosure of Personal Information processed by AgentSync or its authorized service providers (“Security Incident”), AgentSync shall promptly notify Customer of such Security Incident, make reasonable efforts to identify the cause of such Security Incident, and take those steps that AgentSync deems necessary and reasonable to remediate the cause of such Security Incident to the extent remediation is within AgentSync’s reasonable control. The obligations herein shall not apply to incidents caused by Customer or Customer’s users.

6.6. Audits. Upon Customer’s written request at reasonable intervals, and subject to the confidentiality obligations set forth in the Terms, AgentSync shall make available to Customer that is not a competitor of AgentSync, or to Customer’s independent, third-party auditor that is not a competitor of AgentSync, a copy of AgentSync’s then most recent third-party audits or certifications, as applicable.

6.6. Customer’s Obligations. Customer shall provide an appropriate consumer-facing privacy notice to individuals whose Personal Information is processed through the Services, as necessary and required under applicable data protection law.


07. Indemnification

7.1. By AgentSync. AgentSync shall defend Customer against any third party legal action or proceeding based on a claim AgentSync misappropriated any trade secret or the Service infringes any patent, copyright, trademark or other intellectual property right, and indemnify and hold Customer harmless against all costs, expenses (including reasonable attorneys’ fees), losses, liabilities and damages incurred by Customer as a result of such claim; provided (a) AgentSync is promptly notified of any and all threats, claims and proceedings related thereto; (b) given the opportunity to assume sole control over defense and settlement and reasonable assistance in defense and settlement of the claim. AgentSync will not be responsible for any settlement it does not approve in writing. The foregoing obligations do not apply with respect to portions or components of the Service (a) not supplied by AgentSync; (b) made in whole or in part in accordance with Customer specifications; (c) that are modified after delivery by AgentSync; (d) combined with other technology, services, products, processes or materials where the alleged infringement relates to such combination; (e) where Customer continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement; or (f) where Customer’s use of the Service is not strictly in accordance with this Agreement use or in any unauthorized or unlawful manner or for any unauthorized or unlawful purpose or otherwise in violation, or outside the scope, of the rights granted herein. If, due to a claim of infringement, the Services are held by a court of competent jurisdiction to be or are believed by AgentSync to be infringing, AgentSync may, at its option and expense (i) replace or modify the Service to be non-infringing provided that such modification or replacement contains substantially similar features and functionality; (ii) obtain for Customer a license to continue using the Service; or (iii) if neither of the foregoing is commercially practicable, terminate this Agreement and Customer’s rights hereunder and provide Customer a refund of any prepaid, unused fees for the Service. The foregoing states the sole and exclusive indemnification liability of AgentSync under this Agreement.

7.2. By Customer. Customer shall defend AgentSync, AgentSync’s licensors, suppliers and vendors, and their affiliates (“AgentSync Indemnitees”) against any third party legal action or proceeding based on a claim arising out of Customer’s use of the Services and/or NIPR data, including without limitation, in violation of this Agreement, the law or a third party’s intellectual property, privacy or other proprietary right, and indemnify and hold the AgentSync Indemnitees harmless against all costs, expenses (including reasonable attorneys’ fees), losses, liabilities and damages incurred by the AgentSync Indemnitees as a result of such claim; provided (a) Customer is promptly notified of any and all threats, claims and proceedings related thereto; (b) given the opportunity to assume sole control over defense and settlement and reasonable assistance in defense and settlement of the claim. Customer will not be responsible for any settlement it does not approve in writing. The foregoing states the sole and exclusive indemnification liability of Customer under this Agreement.


08. Limitation of Liability

Except with respect to a party’s payment, confidentiality and indemnification obligations, neither party shall be liable for (a) any consequential, incidental, indirect, special or exemplary damages, however caused and under any theory of liability, whether asserted in contract, tort (including negligence), strict liability or otherwise, including without limitation, any loss of profit (whether incurred directly or indirectly), any loss of business or goodwill, damage to reputation, any interruption or error of service, loss or corruption of data, cost of procurement of substitute technology, goods or services, or other intangible loss, or any matter beyond such party’s reasonable control, or (b) any damages in excess of the fees received by AgentSync from Customer during the twelve (12) months preceding the claim, whether or not such party has been advised of or should have been aware of the possibility of any such damages and notwithstanding the failure of the essential purpose of any remedy.


09. Term and Termination

9.1. Term. This Agreement is effective as of the Effective Date of the Order Form and will continue in effect for the Initial Term specified in the Order Form, and shall automatically renew for additional twelve-month periods (each, a “Renewal Term,” and collectively with the Initial Term, the “Term”), unless either party notifies the other party in writing that it does not wish to renew the Agreement at least 30 days prior to the end of the Initial Term or then-current Renewal Term, or this Agreement is terminated for breach in accordance with Section 9.2 below.

9.2. Termination. After complying with Sections 10.11(a) and (b) below, and in addition to any other remedies it may have, either party may terminate this Agreement if the other party breaches any of the terms or conditions of this Agreement in any material respect and fails to cure the breach within 30 days after receiving written notice describing in reasonable detail the alleged breach. This right to cure does not apply to payment obligations.

9.3. Effects of Termination. Upon expiration or termination of this Agreement, Customer shall pay AgentSync all accrued but unpaid amounts then due and cease using AgentSync’s Services. Customer may download any Customer Data that may be stored by AgentSync for up to 30 days following termination, after which the data will be permanently removed using cryptographic erasure. Each party shall promptly return or destroy (and certify such destruction in writing) the Confidential Information of the other party.

9.4. Survival. Defined terms, accrued but unpaid payment obligations, and provisions which by their nature are intended to survive, including without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability, and the rights and obligations of the parties under Sections 1.3-1.5 and 2.3-9, shall survive termination of this Agreement.


10. Miscellaneous

10.1. Marketing Reference. AgentSync may use Customer’s corporate name and logo in printed, online and electronic promotional materials (for example, as a representative or exemplary customer of AgentSync on AgentSync’s website.)

10.2. No Insurance Transactions; No Licenses. AgentSync does not engage in any insurance transactions within the meaning of applicable law. While AgentSync endeavors to assist Customer in maintaining compliance with applicable insurance licensing requirements, Customer is solely responsible for complying with such requirements. AgentSync shall have no liability in the event Customer is deemed not to comply or have complied with any such requirement.

10.3. Notices. Any legal notice, report, statement, request or other communication required or permitted under this Agreement shall be in writing and delivered personally or by courier (effective upon receipt), by registered U.S. mail, postage prepaid (effective three (3) business days after mailing), or sent by facsimile or electronic mail (effective upon receipt, as evidenced by acknowledgement or confirmation of receipt), to the addresses set forth on the Order Schedule. Notice of change of address shall be given in the same manner as other communications.

10.4. Entire Agreement. This Agreement, including the Order Schedule and any SOWs, addenda and amendments, constitute the entire agreement between the parties as of the Effective Date of the Order Schedule with respect to their subject matter and supersedes all prior written or oral proposals, discussions, communications or agreements related to the same subject matter. Customer represents and covenants that in entering into this Agreement, it is not relying upon any representations, warranties, and/or other statements of any sort other than those appearing in the Agreement. No terms, provisions or conditions of any purchase order, invoice or other business form or written authorization used by Customer will apply or have any effect on the rights, duties or obligations of the parties under, or otherwise modify, this Agreement, the Order Schedule or an SOW, regardless of any failure of either party to object to such terms, provisions or conditions. The terms of each Order Form shall supersede and control any conflicting and inconsistent terms of these Terms.

10.5. Amendments and Waivers. No amendment of an Order Schedule shall be valid unless made in writing and signed by duly authorized representatives of the parties. AgentSync may amend these Terms from time to time and shall become effective and binding upon Customer and Customer’s continued use of the Software Services upon the posting of such Terms to AgentSync’s website. It is Customer’s responsibility to review these Terms, as amended, periodically. Each time Customer uses AgentSync Software Services, and Customer agrees to be bound by the terms of the most current Terms published.

10.6. Assignment. Neither this Agreement nor any rights or obligations hereunder may be assigned, transferred or sublicensed by Customer without the prior written consent of AgentSync, which consent shall not be unreasonably withheld. This Agreement shall inure to the benefit of and be binding on the parties and their respective successors and permitted assigns.

10.7. Force Majeure. Neither party shall be held liable or responsible to the other party nor be deemed to have defaulted under or breached the Agreement for failure or delay in fulfilling or performing any term of the Agreement to the extent, and for so long as, such failure or delay is caused by or results from causes beyond the reasonable control of the affected party including but not limited to fires, earthquakes, floods, embargoes, wars, acts of war (whether war is declared or not), insurrections, riots, civil commotions, strikes, lockouts or other labor disturbances, acts of nature, or acts, omissions or delays in acting by any governmental authority or other party, or any non-AgentSync-specific network or telecommunications failure or congestion that affects a Service. This provision shall not apply to payment obligations.

10.8. Export Laws and Regulations. Each party hereby acknowledges that the rights and obligations set forth in the Agreement are subject to the laws and regulations of the United States relating to the export of products and technical information. Without limitation, each party shall comply with all such laws and regulations.

10.9. Independent Parties. Each party is independent of the other, and nothing contained herein shall be deemed or construed to create any partnership, joint venture, agency, fiduciary, employment or other similar relationship. The parties are not, and shall not represent themselves as a principal, agent, partner or joint venture of the other. No party shall attempt to act, or represent itself as having the power, to bind the other party or create any obligation on behalf of the other party. Each party shall be solely responsible for the employment, direction and control of its employees and their acts.

10.10. No Third-Party Beneficiaries. This Agreement is made solely and specifically between and for the benefit of AgentSync and Customer, and no other person or entity shall have any rights, interests or claims hereunder or be entitled to any benefits under or on account of this Agreement as a third-party beneficiary or otherwise.

10.11. Dispute Resolution.

(a) Good Faith Discussions. If a dispute, controversy or claim arises out of or relates to this Agreement, an Order Schedule, or the interpretation, application, breach, termination or enforcement thereof, including any claim of inducement by fraud or otherwise (“Claim”), the parties agree to use their good faith best efforts to resolve the dispute as quickly as possible through negotiation, including if necessary, meetings between the executives of each party.

(b) Mediation. If the parties have not resolved the dispute within thirty (30) days after the initial meeting to resolve the dispute, then before resorting to litigation, arbitration or some other dispute resolution procedure, the parties agree first to try in good faith to resolve the dispute through non-binding mediation in accordance with the Mediation Procedure then in effect of the CPR Institute for Dispute Resolution (“CPR”) available at www.cpradr.org, except where that procedure conflicts with the following provisions, in which case these provisions control. The mediation must be attended by a senior executive with authority to resolve the dispute from each of the parties. The mediator will be neutral, independent, disinterested and will be selected from a professional mediation firm such as ADR Associates or CPR.

(c) Binding Arbitration. Any Claim that is not settled by the mediation set forth above, will be submitted for resolution by binding arbitration pursuant to the rules then pertaining of the CPR Institute for Dispute Resolution for Non-Administered Arbitration (available at www.cpradr.org), or successor (“CPR”), except where those rules conflict with these provisions, in which case these provisions control. The arbitration will be held in Denver, Colorado.

(d) Equitable Relief. Notwithstanding anything to the contrary in this Agreement, in addition to any other available remedies at law, each party shall be entitled to protect its Confidential Information and intellectual property and proprietary rights through equitable relief via any court of competent jurisdiction. Each party shall be entitled to equitable relief (including restraining order, injunction or specific performance) in the event of a breach by the other party of such party’s proprietary rights, or of the other party’s confidentiality obligations, without having to post a bond or other security, or to prove damages or the inadequacy of damages.

10.12. Governing Law. This Agreement shall be governed and interpreted in accordance with the laws of the State of Colorado without giving effect to principles of conflict of laws. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act are expressly excluded and shall not apply.

10.13. Remedies. All rights, relief, remedies conferred upon a party by these Terms or any other agreement are cumulative of, and without prejudice to, any other right, relief, or remedy available to such party at law or equity for any breach of these Terms, any other agreement between Customer and AgentSync, and/or any other statutory, common law, or other legal or equitable right of such party.

10.14. Severability. If any provision of this Agreement is invalid or unenforceable, that provision will be limited to the minimum extent necessary to render such provision valid and enforceable, and enforce the same to achieve the parties’ intent as stated herein, and so that this Agreement will otherwise remain in full force and effect and enforceable, and the remaining provisions will remain in full force and effect. If the provision cannot be so limited, the provision will be deemed severed from this Agreement and such invalidity shall not affect the validity and enforceability of the remaining portions of this Agreement. The parties further agree to use their best efforts to substitute a valid provision for the invalid provision which most closely approximates the intent and economic effect of the invalid provision.


Questions About AgentSync’s Terms Of Use or AgentSync’s Electronic Communications Agreement – Please email or write to the address below, we’d love to hear from you.

AgentSync, Inc.
2660 Walnut Street
Denver, CO 80205
Email: compliance@agentsync.io

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