Terms • AgencyIgnite

TERMS OF USE
AgencyIgnite products and services are provided by AgencyIgnite, LLC dba AgencyIgnite (“AgencyIgnite”, “we”, “us”, or “our”). These Terms of Use (“Terms”) govern your access to and use of (a) our websites, including https://agencyignite.com, https://app.agencyignite.com, and any other sites we operate that link to these Terms (collectively, the “Websites”), and (b) our software-as-a-service platform, including any web-based dashboard, mobile or desktop applications, APIs, and related tools or interfaces (collectively, the “Application,” and together with the Websites, the “Services”).

By accessing or using any part of the Services, you agree to be bound by these Terms and by all policies referenced in these Terms (including our Privacy Policy and Acceptable Use Policy).

For purposes of these Terms: “Websites” means our sites located at https://agencyignite.com, https://app.agencyignite.com, and any other website we operate that links to these Terms; “Application” means any online, web-based, or mobile software application, dashboard, or interface we provide that accesses or interacts with the Services; and “Services” means the Websites, the Application, and any related products, features, and functionality we provide.

AgencyIgnite may update these Terms from time to time. Changes are effective when posted on the Services (for example, on the Websites or within the Application), and for material changes we may provide additional notice such as by email or a prominent notice in the Services. Your continued use of the Services after changes become effective constitutes your acceptance of the revised Terms. If you do not agree to the updated Terms, you must stop using the Services.

USING THE SERVICES

1. Eligibility
You may use the Services only if you (a) are capable of forming a binding contract with AgencyIgnite, (b) are physically located in the United States, are not a resident of California, and are not located in the European Union, the United Kingdom, or any other non‑U.S. jurisdiction, and (c) comply with these Terms and all applicable laws. Any use or access by anyone under the age of thirteen (13) is prohibited. Certain Services may have additional eligibility requirements or restrictions.

2. License; Ownership
Subject to these Terms and all applicable AgencyIgnite policies, we grant you a limited, personal, non-exclusive, non-transferable, revocable license to access and use the Services for your internal business purposes, for up to the number of authorized users specified in your order or the applicable pricing table and only while you remain in good standing and have paid all applicable fees.

AgencyIgnite and its licensors own and will retain all right, title, and interest (including all intellectual property rights) in and to the Services and all related technology, software, materials, and content. Other than the limited license expressly granted above, you obtain no rights, title, or interest in or to the Services or any portion thereof.

3. Registration, Passwords, and Accounts
To use the Services, you must register and create an account. You agree to:
• Provide current, complete, and accurate information during registration.
• Maintain and promptly update your information to keep it current, complete, and accurate.
If we reasonably believe that any information you provide is untrue, inaccurate, incomplete, or not current, we may suspend or terminate your account and refuse any and all current or future use of the Services.
Accounts are personal to you and any named authorized users and may not be sold, shared, or otherwise transferred. You are responsible for:
• Maintaining the confidentiality of your login credentials.
• All activities that occur under your account, whether or not authorized by you.

You agree to log out at the end of each session and to notify AgencyIgnite immediately of any known or suspected unauthorized use of your account or password or any other security incident.

4. Cancellations; Termination by You
You may cancel your subscription, delete your account, or terminate these Terms at any time using the functionality provided in the Services or by contacting us. If you cancel paid Services, your access will terminate at the end of the then-current billing period (unless we state otherwise), and you are not entitled to any refunds of fees already paid, except as we may determine in our sole discretion on a case-by-case basis.

It is your responsibility to export or retrieve any data or content from your account before cancellation or termination. After termination, we may retain your account information, data, and content (including copies) for as long as required by law, permitted by our data retention policies, or automatically retained in backup or disaster recovery systems, after which we may delete such data.

5. Suspension by AgencyIgnite
We may immediately suspend your right to access or use all or any part of the Services (and/or your account) upon notice to you if we determine that:

(a) Your use of the Services: (i) poses a security or integrity risk to the Services or any third party; (ii) may adversely impact our systems, the Services, or the systems or content of any other AgencyIgnite customer; (iii) may subject AgencyIgnite or any third party to liability; or (iv) is fraudulent or suspected of being fraudulent; (b) You are in breach of these Terms or any applicable policy; (c) You fail to pay any amounts due when due; or (d) You cease to operate in the ordinary course of business, make an assignment for the benefit of creditors, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding.
During any suspension, you remain responsible for all fees and charges incurred.

6. Service Modifications
We continuously improve and update the Services. We may add, modify, or discontinue any feature or functionality at any time, including by offering new features or removing or changing existing ones. We may also discontinue the Services in whole or in part. To the fullest extent permitted by law, AgencyIgnite and its employees, contractors, and agents (the “AgencyIgnite Parties”) will not be liable to you or any third party for any modification, suspension, or discontinuation of any part of the Services.

7. Compliance with Law
You agree to use the Services only in compliance with these Terms and all applicable laws, rules, and regulations (“Law”), including without limitation laws relating to:

• Defamation, harassment, privacy, and data protection.
• Unfair or deceptive acts or practices, false or misleading advertising, and consumer protection.
• Unsolicited communications (including the CAN-SPAM Act, the Telephone Consumer Protection Act, and similar state laws).
• Recording, monitoring, or intercepting calls, SMS messages, or other communications (including consent requirements).
• Anti-money laundering, anti-terrorism, anti-bribery/anti-corruption (including the U.S. Foreign Corrupt Practices Act), and sanctions.
•You are solely responsible for determining whether your use of the Services complies with Law, for obtaining all necessary consents and authorizations, and for providing any required notices.
Applicable federal and state laws governing commercial text messaging and SMS marketing communications, including the Telephone Consumer Protection Act of 1991 ("TCPA"), the CAN-SPAM Act, and carrier messaging guidelines. By using any SMS or messaging features of the Services, you acknowledge and agree that: (i) the Services may send recurring automated text messages to phone numbers you provide; (ii) message frequency will vary based on your account activity and settings; (iii) standard message and data rates may apply; and (iv) you may opt out at any time by replying STOP to any message, and reply HELP for help.

YOUR CONTENT

1. User Content
Some Services allow you to upload, submit, store, or otherwise provide content, data, or materials (“User Content”), such as contact lists, templates, or campaign materials. You retain ownership of all intellectual property rights in your User Content, subject to the licenses you grant in these Terms. You are solely responsible for your User Content and for ensuring that it complies with these Terms and all applicable Law.

2. License to AgencyIgnite
By providing User Content in connection with the Services, you grant AgencyIgnite a worldwide, royalty-free, non-exclusive, transferable, sublicensable, and perpetual license to host, store, use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, and display such User Content as reasonably necessary to operate, provide, maintain, protect, and improve the Services, and to develop new services. This includes our right to share such User Content with third-party service providers (such as hosting and infrastructure providers) who assist us in providing the Services.

We may remove or disable access to any User Content at any time if we believe it violates these Terms, our policies, or Law, or if we receive a complaint or claim relating to such User Content.

3. Feedback
If you provide feedback or suggestions about the Services (“Feedback”), you grant AgencyIgnite a perpetual, worldwide, royalty-free, irrevocable, transferable, and sublicensable license to use and exploit the Feedback in any manner and for any purpose without any obligation or compensation to you. We are not obligated to use any Feedback, and our use of similar ideas or information does not create any obligation to you.

4. Infringing User Content; DMCA Notice
You agree not to use the Services in a manner that infringes or misappropriates the intellectual property or proprietary rights of any third party. If you believe that content on the Services infringes your copyright, you or your agent may notify us in accordance with the Digital Millennium Copyright Act (“DMCA”). A DMCA notice should include sufficient detail to identify the allegedly infringing material and other information required by 17 U.S.C. § 512(c)(3).

Upon receiving a compliant notice, we may remove or disable access to the allegedly infringing material and may, in appropriate circumstances, terminate repeat infringers’ accounts. We may provide a copy of the notice to the user who posted the material.

GENERAL TERMS

1. Security
We implement reasonable and appropriate technical and organizational measures designed to protect the security of the Services and your information. However, no method of transmission or storage is completely secure. You acknowledge that you provide information and use the Services at your own risk and that we do not guarantee that unauthorized third parties will never be able to defeat our security measures.

2. Third-Party Content and Services
The Services may provide access to third-party content, websites, products, or services (collectively, “Third-Party Content”). We do not control and are not responsible for Third-Party Content, and we make no representations or warranties regarding it. Your use of Third-Party Content is at your sole risk and may be subject to additional terms and policies of those third parties.

3. GDPR
You represent and warrant that AgencyIgnite will not process, as your processor, personal data subject to the EU/UK General Data Protection Regulation (EU/UK GDPR) or similar comprehensive foreign data-protection laws in connection with your use of the Services. You will notify us in advance and in writing if this representation changes before you provide such data or ask us to process it.
If the parties mutually agree that AgencyIgnite will process personal data subject to EU/UK GDPR on your behalf, we will enter into any legally required data processing agreement and will (a) process such personal data only on your documented instructions and (b) implement appropriate technical and organizational measures to protect such personal data. You agree to assist us with any inquiries, requests, or proceedings by regulators or individuals relating to such processing and to indemnify and hold us harmless from any costs, damages, or liabilities arising from your failure to comply with applicable data-protection laws.

4. Disclaimers
THE SERVICES AND ALL RELATED CONTENT ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE AGENCYIGNITE PARTIES DISCLAIM ALL WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON‑INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE; THAT DEFECTS WILL BE CORRECTED; THAT THE SERVICES WILL BE COMPATIBLE WITH ANY PARTICULAR HARDWARE, SOFTWARE, OR SYSTEMS; OR THAT THE SERVICES OR ANY RELATED CONTENT WILL BE ACCURATE, COMPLETE, OR RELIABLE. YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK.
5. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE AGENCYIGNITE PARTIES WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, DATA, OR USE, ARISING OUT OF OR IN CONNECTION WITH THE SERVICES OR THESE TERMS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE TOTAL AGGREGATE LIABILITY OF AGENCYIGNITE AND THE AGENCYIGNITE PARTIES FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE SERVICES OR THESE Terms WILL NOT EXCEED THE GREATER OF: (A) ONE HUNDRED FIFTY U.S. DOLLARS (US$150), OR (B) THE TOTAL AMOUNT OF FEES YOU PAID TO AGENCYIGNITE FOR THE SERVICES DURING THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

YOU AGREE THAT THE LIMITATIONS IN THIS SECTION REFLECT A REASONABLE ALLOCATION OF RISK AND FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND AGENCYIGNITE. ANY CAUSE OF ACTION YOU MAY HAVE ARISING OUT OF OR RELATED TO THE SERVICES OR THESE TERMS MUST BE BROUGHT WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OR SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.

6. Indemnification
You agree to indemnify, defend, and hold harmless the AgencyIgnite Parties from and against any and all claims, actions, demands, proceedings, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (a) your access to or use of the Services; (b) your violation of these Terms or any applicable Law; or (c) your User Content, including any claim that your User Content infringes, misappropriates, or violates any intellectual property, privacy, or other rights of any third party.

7. Governing Law and Jurisdiction
These Terms and any dispute arising out of or relating to them or the Services are governed by the laws of the State of North Carolina and applicable United States federal law, without regard to conflict-of-law principles. You agree that any litigation between you and AgencyIgnite relating in any way to the Services or these Terms shall be initiated and maintained exclusively in the state courts located in Mecklenburg County, North Carolina, or the United States District Court for the Western District of North Carolina, Charlotte Division, and you irrevocably consent to the exclusive personal jurisdiction and venue of such courts.

8. Class Action / Jury Trial Waiver
TO THE FULLEST EXTENT PERMITTED BY LAW, YOU AND AGENCYIGNITE AGREE THAT ANY CLAIMS OR DISPUTES ARISING OUT OF OR RELATING TO THE SERVICES OR THESE TERMS MUST BE BROUGHT ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, REPRESENTATIVE, OR PRIVATE ATTORNEY GENERAL ACTION OR PROCEEDING.

YOU AND AGENCYIGNITE FURTHER WAIVE ANY RIGHT TO A JURY TRIAL IN ANY JUDICIAL PROCEEDING ARISING OUT OF OR RELATED TO THE SERVICES OR THESE TERMS. IF APPLICABLE LAW DOES NOT ALLOW YOU TO WAIVE PARTICIPATION IN A CLASS OR REPRESENTATIVE ACTION OR TO WAIVE YOUR RIGHT TO A JURY TRIAL, THEN SOME OR ALL OF THIS SECTION MAY NOT APPLY TO YOU.

9. Severability; Waiver
If any provision of these Terms is held invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the remaining provisions will remain in full force and effect. Our failure to enforce any right or provision in these Terms will not constitute a waiver of such right or provision. Any waiver must be in writing and signed by an authorized representative of AgencyIgnite.

10. Relationship of the Parties
You and AgencyIgnite are independent contractors. Nothing in these Terms creates a partnership, joint venture, employment, or agency relationship, and neither party has authority to bind the other or incur obligations on the other’s behalf.

11. Survival
Any provision of these Terms that, by its nature, should survive termination (including ownership provisions, warranty disclaimers, limitations of liability, indemnities, and provisions on governing law and jurisdiction) will survive termination of these Terms.

12. Notices
We may provide notices to you under these Terms by email to the address associated with your account or by posting on the Services (for example, on the Websites or within the Application). Notices sent by email will be deemed given when sent. You may provide notices to us by email to the address we designate in the Services or on our Websites.

13. Assignment
You may not assign, transfer, or delegate any of your rights or obligations under these Terms without our prior written consent, and any attempted assignment without such consent is void. We may assign or transfer these Terms (in whole or in part), including in connection with a merger, acquisition, corporate reorganization, or sale of assets.

14. Entire Agreement
These Terms, together with our Privacy Policy, Acceptable Use Policy, and any other documents or terms incorporated by reference, constitute the entire agreement between you and AgencyIgnite regarding the Services and supersede all prior or contemporaneous agreements, proposals, or communications (whether oral or written) relating to the Services.

ACCEPTABLE USE POLICY
This Acceptable Use Policy (“AUP”) describes prohibited and unacceptable uses of the Services and forms part of the Terms. If you violate this AUP (or authorize or help others to do so), we may remove or edit User Content, and we may suspend, disable, or terminate your access to some or all of the Services.

You may not use the Services to:
• Share, upload, or promote any content that is illegal or that promotes illegal activities or substances.
• Share content that is defamatory, obscene, pornographic, vulgar, offensive, discriminatory, hateful, racist, harassing, or otherwise harmful, or that promotes discrimination, bigotry, racism, hatred, or harassment against any individual or group.
• Make threats or plan, promote, or organize acts of real-world violence or harm.
• Stalk, harass, or bully other individuals.
• Infringe or violate any intellectual property, proprietary, privacy, publicity, or other rights of any third party.
• Send spam or other unsolicited or unauthorized advertising, promotional materials, or solicitation messages.
You also agree that you will not:
• Violate any applicable Law or breach any contractual or fiduciary obligations.
• Share your account credentials, allow others to use your account, or otherwise put your account or our systems at risk.
• Attempt to access, or access without authorization, any other user’s account, data, or information.
• Reproduce, transfer, sell, resell, lease, or otherwise misuse any portion of the Services, except as expressly permitted in these Terms.
• Access, tamper with, or use non‑public areas of our systems or the technical delivery systems of our providers without authorization.
• Probe, scan, or test the vulnerability of any AgencyIgnite systems or networks or breach, circumvent, or attempt to circumvent any security or authentication measures.
• Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code or underlying ideas or algorithms of any part of the Services, except to the limited extent allowed by applicable Law.
• Interfere with or disrupt any user, host, or network, including by sending viruses, overloading, flooding, spamming, mail-bombing, or scripting the creation of accounts or sending of messages.
• Use the Services to distribute malware, spyware, or other malicious code.
• Impersonate any person or entity or misrepresent your affiliation with any person or entity.
• Encourage, promote, or help anyone to engage in any of the activities described in this AUP.