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Terms and Conditions

These Terms of Use constitute a legally binding agreement made between you and Agency Compass, LLC. (“Company”, “we”, “us”, or “our”), concerning your access to and use of the website https://agencycompass.com/, as a well as all services provided therein and/or in relation thereto (collectively, the “Services”).

You agree that by using and/or otherwise accessing the Services, you have read, understood, and agreed to be bound by Terms of Use. IF YOU DO NOT AGREE WITH ALL OF THESE TERMS OF USE, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE SERVICES AND YOU MUST DISCONTINUE USE IMMEDIATELY.

We reserve the right, in our sole discretion, to make changes or modifications to these Terms of Use at any time and for any reason. We will alert you about any changes by updating the “Last updated” date of these Terms of Use, and you waive any right to receive specific notice of each such change. It is your responsibility to periodically review these Terms of Use to stay informed of updates. You will be subject to, and will be deemed to have been made aware of and to have accepted, the changes in any revised Terms of Use by your continued use of the Services after the date such revised Terms of Use are posted.

By using or attempting to use the Services, you warrant that you are of legal age and are in compliance with these Terms of Use. If you do not meet these requirements, do not use any portion of the Services.

YOUR USE OF THE SERVICES IS SUBJECT TO BINDING ARBITRATION. PLEASE SEE THE ARBITRATION SECTION FOR MORE INFORMATION.

ACCOUNT

You may be required to create an account in order to access the Services. You agree to provide accurate, complete, and up to date information to establish your account, including, without limitation, your first and last name, a valid email address at which you are able to receive email, a valid postal address at which you are able to receive mail, and all other valid information deemed necessary by us for your continued use of the Services. We reserve the right to request government identification or other information required to verify your account. You are responsible for maintaining the confidentiality of your account and you agree to accept responsibility for all activities that occur under your account. You agree to notify us immediately upon learning of any unauthorized use of your account. You may not use any other user’s account without the express permission and consent of the holder of that account. You may not transfer or assign your account.

You agree that we may process, use, record and disclose personal information, which you provide in connection with your use of the Services, and that such personal information may be recorded by us or the said credit reference agencies. All personal information shall be processed, used, recorded, and/or disclosed in accordance with the terms set forth in our Privacy Policy.

 

   

INTELLECTUAL PROPERTY RIGHTS

Unless otherwise indicated, the Services, including, but not limited to, all information and materials made available by us,constitutesour proprietary property and all source code, databases, functionality, software, text, and/or other information and materials (collectively, the “Content”)made available to you, and the trademarks, service marks, and logos contained therein (the “Marks”) are owned or controlled by us or licensed to us, and are protected by copyright and trademark laws and various other intellectual property laws. The Content and the Marks are provided viathe Services “AS IS” for your information and personal, non-commercial use only. Except as expressly provided in these Terms of Use, no part of the Services and no Content or Marks may be copied, reproduced, reverse engineered, modified, disassembled, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission.

Provided that you are eligible to use the Services, you are granted a limited license to access and use the Services and to download or print a copy of any portion of the Content to which you have properly gained access solely for your personal, non-commercial use. We reserve all rights not expressly granted to you in and to the Services, the Content and the Marks.

USER REPRESENTATIONS

By using the Services, you represent and warrant that: (1) you are of legal age to enter into binding agreements, and you agree to comply with these Terms of Use; (2) you will not use the Services for any illegal or unauthorized purpose; and (3) your use of the Services will not violate any applicable laws or regulations.

If you provide any information that is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate your use of the Servicesand refuse any and all current or future use of the Services (or any portion thereof).

PROHIBITED ACTIVITIES

You may not access or use the Services for any purpose other than that for which we make the Services available. The Services may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by us.

As a user of the Services, you agree not to:

  • Systematically retrieve data or other content from the Services to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us.
  • Make any unauthorized use of the Services, including collecting usernames and/or email addresses of users by electronic or other means for the purpose of sending unsolicited email, or creating user accounts by automated means or under false pretenses.
  • Use the Services to advertise or offer to sell goods and services.
  • Circumvent, disable, or otherwise interfere with system functionality and/or security-related features of the Services, including features that prevent or restrict the use or copying of any Content or enforce limitations on the use of the Services and/or the Content contained therein.
  • Engage in unauthorized framing of or linking to the Services.
  • Trick, defraud, or mislead us and other users, especially in any attempt to learn sensitive account information such as user passwords.
  • Engage in any automated use of the system, such as using scripts to send comments or messages, or using any data mining, robots, or similar data gathering and extraction tools.
  • Make improper use of our support services or submit false reports of abuse or misconduct.
  • Interfere with, disrupt, or create an undue burden on the Services or the networks or services connected to the Services.
  • Attempt to impersonate another user or person or use the username of another user.
  • Use any information obtained from the Services in order to harass, abuse, or harm another person.
  • Use the Services as part of any effort to compete with us or otherwise use the Services and/or the Content for any revenue-generating endeavor or commercial enterprise.
  • Decipher, decompile, disassemble, hack, or reverse engineer any of the software comprising or in any way making up a part of the Services.
  • Harass, annoy, intimidate, or threaten any of our employees or agents engaged in providing any portion of the Services to you.
  • Upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material that interferes with any party’s uninterrupted use and enjoyment of the Services or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Services.
  • Delete the copyright or other proprietary rights notice from any Content.
  • Disparage, tarnish, or otherwise harm, in our opinion, us and/or the Services.
  • Use the Services in a manner inconsistent with any applicable laws or regulations.

Wereserve the right to take whatever lawful actions it may deem appropriate in response to actual or suspected violations of these Terms of Use. Wemay cooperate with legal authorities and/or third parties in the investigation of any suspected or alleged wrongdoing or violations. Except as may be expressly limited by the Privacy Policy or applicable law, we reserve the right at all times to disclose any information deemed necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in our sole discretion. You also agree to reimburse usfor any damage, loss, cost or expense weincur (including fees or costs of attorneys, accountants, professional advisors, and other experts incurred in connection with the defense or settlement of the foregoing) because of your use of the Services for any unlawful or prohibited purpose.

 

FEEDBACK

You acknowledge and agree that any questions, comments, suggestions, ideas, feedback, or other information regarding your use of the Services (“Submissions”) provided by you to us are non-confidential and shall become our sole property. We shall own exclusive rights in and to the Submissions, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any lawful purpose, commercial or otherwise, without acknowledgment or compensation to you. You hereby waive all moral rights to any such Submissions, and you hereby warrant that any such Submissions are original with you or that you have the right to submit such Submissions. You agree there shall be no recourse against us for any alleged or actual infringement or misappropriation of any proprietary right in your Submissions.

MONITORING USE OF SERVICES

We reserve the rightto: (1) monitor your use of the Services for violations of these Terms of Use; (2) take appropriate legal action against anyone who, in our sole discretion, violates the law or these Terms of Use, including without limitation, reporting such user to law enforcement authorities; (3) in our sole discretion and without limitation, refuse, restrict access to, limit the availability of, or disable your use of the Services; (4) otherwise manage the Services in a manner designed to protect our rights and property and to facilitate the proper functioning of the Services.

PRIVACY POLICY

By using the Services, you agree to be bound by our Privacy Policy, which is incorporated into these Terms of Use. Please be advised the Servicesis hosted in the United States. If you access the Services from any other region of the world with laws or other requirements governing personal data collection, use, or disclosure that differ from applicable laws in the United States, then through your continued use of the Services, you are transferring your data to the United States, and you expressly consent to have your data transferred to and processed in the United States. Further, we do not knowingly accept, request, or solicit information from children or knowingly market to children. Therefore, in accordance with the U.S. Children’s Online Privacy Protection Act, if we receive actual knowledge that anyone under the age of 13 has provided personal information to us, we will delete that information from the Services as quickly as is reasonably practical.

TERMINATION

These Terms of Use shall remain in full force and effect while you use the Services. Without limiting any other provision of these Terms of Use, we reserve the right, in our sole discretion and without notice or liability, to deny access to and use of the Services to any person for any reason or for no reason, including without limitation for breach of any representation, warranty, or covenant contained in these Terms of Use or of any applicable law or regulation. We may terminate your use or participation in the Services or delete any content or information that you posted at any time, without warning, in our sole discretion.

Upon the termination of these Terms of Use, any rights to use or access the Services shall cease and your account shall become inactive, at which point you shall cease all use of the Services. If we terminate or suspend your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.The failure to exercise or enforce any legal right or remedy which is contained in these Terms of Use will not operate as a formal waiver of any available rights or remedies.

MODIFICATIONS AND INTERRUPTIONS

We reserve the right to change, modify, or remove the Services at any time or for any reason at our sole discretion without notice. We will not be liable to you or any third party for any modification, suspension, or discontinuance of the Services.

We cannot guarantee the Services will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance related to the Services, resulting in interruptions, delays, or errors. We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the Services at any time or for any reason without notice to you. You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the Services during any downtime or discontinuance of the Services. Nothing in these Terms of Use will be construed to obligate us to maintain and support the Services or to supply any corrections, updates, or releases in connection therewith.

GOVERNING LAW

These Terms of Use and your use of the Services are governed by and construed in accordance with the laws of the State of Florida applicable to agreements made and to be entirely performed within the State of Florida, without regard to its conflict of law principles.

DISPUTE RESOLUTION

Informal Negotiations

To expedite resolution and control the cost of any dispute, controversy, or claim related to these Terms of Use (each “Dispute” and collectively, the “Disputes”) brought by either you or us (individually, a “Party” and collectively, the “Parties”), the Parties agree to first attempt to negotiate any Dispute (except those Disputes expressly provided below) informally for at least thirty (30) days before initiating arbitration. Such informal negotiations commence upon written notice from one Party to the other Party.

Binding Arbitration and Class Action Waiver

If the Parties are unable to resolve a Dispute through informal negotiations, the Dispute (except those Disputes expressly excluded below) will be finally and exclusively resolved by binding arbitration. The arbitration shall be commenced and conducted under the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) and, where appropriate, the AAA’s Supplementary Procedures for Consumer Related Disputes (“AAA Consumer Rules”), both of which are available at www.adr.org. Your arbitration fees and your share of arbitrator compensation shall be governed by the AAA Consumer Rules and, where appropriate, limited by the AAA Consumer Rules. The arbitration may be conducted in person, through the submission of documents, by phone, or online. Legal notices may be served to us on our registered agent, and to you at your email address on file with us. Notice by us to you shall be deemed given twenty-four (24) hours after the email is sent. Alternatively, we may give you legal notice by mail to the physical address you have on file with us. In such case, notice shall be deemed given three (3) days after the date of mailing, regardless of whether any such notice is returned to us. It is your responsibility to keep your contact information up to date.

You agree that any and all disputes or claims that have arisen or may arise between us relating in any way to or arising out of the Terms of Use or your use of or access to the Services, shall be resolved exclusively through final and binding arbitration. The arbitrator will make a decision in writing, but need not provide a statement of reasons unless requested by either Party. Except where otherwise required by the applicable AAA rules or applicable law, the arbitration will take place in Miami-DadeCounty, Florida.

If for any reason, a Dispute proceeds in court rather than arbitration, the Dispute shall be commenced or prosecuted in the state and federal courts located in Miami-DadeCounty, Florida, and the Parties hereby consent to, and waive all defenses of lack of personal jurisdiction, and forum non conveniens with respect to venue and jurisdiction in such state and federal courts.

IN ALL EVENTS, EACH PARTY HEREBY KNOWINGLY, VOLUNTARY AND INTENTIONALLY, WAIVES (TO THE EXTENT PERMITTED BY APPLICABLE LAW) ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY OF ANY DISPUTE ARISING UNDER OR RELATING TO THESE TERMS OF USE OR YOUR USE OF OR ACCESS TO THE SERVICES. THE PARTIES FURTHER AGREE THAT, IF AND TO THE EXTENT THIS AGREEMENT TO ARBITRATION DOES NOT APPLY TO ANY CLAIM, THAT CLAIM WILL BE TRIED BEFORE A JUDGE SITTING WITHOUT A JURY.

YOU AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, REPRESENTATIVE, OR PRIVATE ATTORNEY GENERAL ACTION OR PROCEEDING. UNLESS WE AGREE OTHERWISE IN A SEPARATE WRITING, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, CLASS, OR PRIVATE ATTORNEY GENERAL ACTION OR PROCEEDING. THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S). ANY RELIEF AWARDED CANNOT AFFECT OTHER USERS. IF A COURT DECIDES THAT APPLICABLE LAW PRECLUDES ENFORCEMENT OF ANY OF THIS PARAGRAPH’S PROHIBITIONS ON CLASS, REPRESENTATIVE, OR PRIVATE ATTORNEY GENERAL ACTIONS OR PROCEEDINGS AS TO ANY CLAIM, THEN THAT CLAIM (AND ONLY THAT CLAIM) MUST BE SEVERED FROM THE ARBITRATION AND RESOLVED IN COURT, SUBJECT TO YOUR AND OUR RIGHT TO APPEAL THE COURT’S DECISIONS. ALL OTHER CLAIMS WILL BE ARBITRATED.

In no event shall any Dispute brought by either Party related in any way to the Services be commenced more than one (1) year after the cause of action arose. With the exception of any of the provisions in the CLASS ACTION WAIVER, if an arbitrator or court decides that any part of this Agreement to Arbitrate is invalid or unenforceable, the other parts of this Agreement to Arbitrate shall still apply.

Exceptions to Informal Negotiations and Arbitration

The Parties agree that the following Disputes are not subject to the above provisions concerning informal negotiations binding arbitration: (a) any Disputes seeking to enforce or protect, or concerning the validity of, any of the intellectual property rights of a Party; (b) any Dispute related to, or arising from, allegations of theft, piracy, invasion of privacy, or unauthorized use; and (c) any claim for injunctive relief.

DISCLAIMER

THE SERVICESAREPROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU AGREE THAT YOUR USE OF THE SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SERVICES AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SERVICES. WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SERVICES, (3) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SERVICES AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES, AND/OR (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SERVICES BY ANY THIRD PARTY. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICES, ANY HYPERLINKED WEBSITE, OR ANY WEBSERVICES OR MOBILE APPLICATION FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.

LIMITATIONS OF LIABILITY

You covenant not to sue, and agree that you will not hold usresponsible, for other Users’ Contributions, actions, or inactions. In entering into this release you expressly waive any protections (whether statutory or otherwise) that would otherwise limit the coverage of this release to include only those claims, which you may know or suspect to exist in your favor at the time of agreeing to this release

IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR USE OF THE SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO US. CERTAIN STATE LAWS AND INTERNATIONAL LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES.

SERVICES NOT FINANCIAL, TAX, LEGAL, OR INVESTMENT ADVICE

You acknowledge that any and all Services provided by us and/or made available through the website are not intended as financial or investment advice, and that by providing the Services, we do not intend or purport to provide financial, investment, legal, tax, or any other advice of any kind. Your use of the Services and any decisions made pursuant thereto are made your own risk.

All Content is provided for informational purposes only. We recommend that you consult with your financial and/or investment advisors, accountants, attorneys, agents, managers, and/or other authorized representatives responsible for management of your assets and/or financial interests before acting on any Content or other information made available via the Services. You acknowledge and accept there are certain risks involved in reviewing the Content and utilizing the Services.

 

INDEMNIFICATION

You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of: (1) your use of the Services; (2) your breach of these Terms of Use; (3) any breach of your representations and warranties set forth in these Terms of Use; (4) your violation of the rights of a third party, including but not limited to intellectual property rights; (5) any information or materialsuploaded by you to the Services; or (6) any overt harmful act that affects the Services. Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it. All rights and duties of indemnification that are set forth herein shall survive termination of these Terms of Use and/or your use of the Services.

USER DATA

We will maintain certain data that you transmit to the Services for the purpose of managing the performance of the Services, as well as data relating to your use of the Services. Although we perform regular routine backups of data, you are solely responsible for all data that you transmit or that relates to any activity you have undertaken using the Services. You agree that we shall have no liability to you for any loss or corruption of any such data, and you hereby waive any right of action against us arising from any such loss or corruption of such data.

ELECTRONIC COMMUNICATIONS

You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronicallysatisfy any legal requirement that such communication be in writing. You hereby agree to the use of electronic signatures, contracts, orders, and other records, and to electronic delivery of notices, policies, and records of transactions initiated or completed by us or via the Services. You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means.

THIRD PARTY WEBSITES

For your convenience, certain hyperlinks may be provided on the Services that link to other websites that are not under our control (the “Third Party Websites”). Weare not responsible for the availability, accuracy, content, or any other aspect of Third Party Websites. Wedisclaim all liability for Third Party Websites, for all access to and use thereof, and for use of the links to Third Party Websites. We also disclaim all liability, and make no representations or warranties, with respect to any products or services made available, sold, or provided to you by any Third Party Website. Your use of Third Party Websitesis subject to the terms and conditions of such Third Party Websites. You agree that you will bring no suit or claim against usarising from or based upon any such use of any Third Party Websites.

 

MISCELLANEOUS

These Terms of Use and any other policies posted by us regarding your use ofthe Services constitute the entire agreement and understanding between us. Our failure to exercise or enforce any right or provision of these Terms of Use shall not operate as a waiver of such right or provision. These Terms of Use operate to the fullest extent permissible by law. We may assign any or all of our rights and obligations to others at any time. We shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable control. If any provision or part of a provision of these Terms of Use is determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these Terms of Use and does not affect the validity and enforceability of any remaining provisions. There is no joint venture, partnership, employment or agency relationship created between you and us as a result of these Terms of Use or use of the Services. You agree that these Terms of Use will not be construed against us by virtue of having drafted them. You hereby waive any and all defenses you may have based on the electronic form of these Terms of Use and the lack of signing by the parties hereto to execute these Terms of Use.

CONTACT US

In order to resolve a complaint regarding the Services or to receive further information regarding use of the Services, please contact us at: [email protected]