Refund Policy

Agent Supplies, Inc. PROVIDES AGENT WEBSITES AND RELATED SERVICES SUBJECT TO YOUR AGREEMENT WITH AND COMPLIANCE WITH THE TERMS AND CONDITIONS SET FORTH BELOW. PLEASE READ THE FOLLOWING INFORMATION CAREFULLY:

WHEREAS, Agent Supplies, Inc. is in the business of offering Internet services relating to, among other things, provision of websites for licensed insurance agents, financial planners, and estate planners on the World Wide Web portion of the Internet (“agent websites”), and is willing to provide such services on the terms and subject to the conditions set forth below; and

WHEREAS, Client desires to engage Agent Supplies, Inc., and Agent Supplies, Inc. desires to be engaged by Client, to provide an agent website to Client on the terms and subject to the conditions set forth below.

NOW, THEREFORE, in consideration of the mutual promises set forth in this Agreement, Agent Supplies, Inc. and Client (referred to collectively as the “Parties”) hereby agree as follows:

1. Agent Supplies, Inc. Services

Agent Supplies, Inc. agrees to provide Client with and maintain for Client an agent website on the World Wide Web portion of the Internet. Agent Supplies, Inc. will host and maintain the agent website on the web server. Certain prescribed portions of the agent website may be personally customized by the Client. Client agrees that Agent Supplies, Inc. is responsible only for providing and maintaining the agent website, and Agent Supplies, Inc. is not responsible for providing any services or performing any tasks not specifically set forth in this Agreement.

2. The Web Site

2.1 Specifications and Client Content

Agent Supplies, Inc. shall provide an agent website for Client in accordance with the design parameters set forth on the Agent Supplies, Inc. website.

2.2 Adjustment and Changes

Agent Supplies, Inc. reserves the right, in its sole discretion, to modify, change, or adjust the content or appearance of the agent website as it deems necessary.

2.3 Delivery of Client Content

“Client Content” shall mean any materials provided by Client for incorporation in the agent website, including, but not limited to, any images, photographs, illustrations, graphics, audio clips, video clips or text. Client shall promptly deliver all Client Content to Agent Supplies, Inc. as required by Agent Supplies, Inc..

3. Proprietary Rights

3.1 Proprietary Rights of Client

As between Client and Agent Supplies, Inc., Client Content shall remain the sole and exclusive property of Client, including, without limitation, all copyrights, trademarks, patents, trade secrets, and any other proprietary rights. Nothing in this Agreement shall be construed to grant Agent Supplies, Inc. any ownership right in, or license to, the Client Content, except as provided in Section 4.1 of this Agreement.

3.2 Proprietary Rights of Agent Supplies, Inc.

Subject to Client’s ownership interest in Client Content, all materials, including, but not limited, to any computer software (in object code and source code form), script, programming code, date, information or HTML script developed or provided by Agent Supplies, Inc. or its suppliers under this Agreement (with the exception of original elements of audiovisual displays created hereunder specifically for Client, which shall be deemed to be part of Client Content), and any trade secrets, know-how, methodologies and processes related to Agent Supplies, Inc.’s products or services, shall remain the sole and exclusive property of Agent Supplies, Inc. or its suppliers, including without limitation, all copyrights, trademarks, patents, trade secrets, and any other proprietary rights inherent therein and appurtenant thereto (collectively “Agent Supplies, Inc. Materials”). To the extent, if any, that ownership of the Agent Supplies, Inc. Materials does not automatically vest in Agent Supplies, Inc. by virtue of this Agreement or otherwise, Client hereby transfers and assigns to Agent Supplies, Inc. all rights, title and interest which Client may have in and to the Agent Supplies, Inc. Materials. Client acknowledges and agrees that Agent Supplies, Inc. is in the business of designing and hosting Web sites, and that Agent Supplies, Inc. shall have the right to provide to third parties services which are the same or similar to the Services, and to use or otherwise exploit any Agent Supplies, Inc. Materials in providing such services.

3.3 Confidentiality

Each party agrees that, during the course of this Agreement, information that is confidential or proprietary may be disclosed to the other party, including, but not limited to, software, technical processes and formulas, source codes, product designs, sales, cost and other unpublished financial information, product and business plans, advertising revenues, usage rates, advertising relationships, projections, and marketing date (“Confidential Information”). Except as provided for in this Agreement, neither party shall make any disclosure of Confidential Information to anyone other than its employees who have a need to know in connection with this Agreement. Each party shall notify its employees of their confidentiality obligations with respect to the Confidential Information and shall require its employees to comply with these obligations. The confidentiality obligations of each party and its employees shall survive the expiration or termination of this Agreement. (Confidential Information shall not include information that the receiving party can demonstrate (a) is, as of the time of its disclosure, or thereafter becomes part of the public domain through a source other than the receiving party, (b) was known to the receiving party as of the time of its disclosure, (c) is independently developed by the receiving party, or (d) is subsequently learned from a third party not under a confidentiality obligation to the providing party.)

4. License

4.1 Grant of License-Client

Client hereby grants to Agent Supplies, Inc. a non-exclusive, worldwide, royalty-free license for the term of this Agreement to edit, modify, adapt, translate, exhibit, publish, transmit, participate in the transfer of, reproduce, create derivative works from, distribute, perform, display, and otherwise use Client Content as necessary to render the Services to Client under this Agreement.

4.2 Grant of License-Agent Supplies, Inc.

Agent Supplies, Inc. hereby grants to Client a limited, non-exclusive, non-transferable license solely for the term of this Agreement to make use of Agent Supplies, Inc. Materials which are incorporated in the Web Site and which are required for the operation of the Web Site. Agent Supplies, Inc. hereby reserves for itself all rights in and to the Agent Supplies, Inc. Materials not expressly granted to Client in the immediately foregoing sentence. In no event shall Client use any trademarks or service marks of Agent Supplies, Inc. without Agent Supplies, Inc.’s prior written consent. Unless otherwise agreed to in writing by Agent Supplies, Inc., the transfer or attempted transfer of the Web Site to any other host server shall automatically terminate the foregoing license.

5. Client Content and Activities

5.1 Accuracy and Review of Client Content

Client assumes sole responsibility for (a) acquiring any authorization(s) necessary for hypertext links to third party Web sites; and (b) the accuracy of materials provided to Agent Supplies, Inc., including, without limitation, Client Content, descriptive claims, warranties, guarantees, nature of business, and address where business is conducted; and (c) ensuring that the client Content does not infringe or violate any right of any third party.

5.2 Limitations on Client Content

Client shall provide Client Content that does not contain any content or materials which are defamatory, obscene, threatening, malicious, which infringe on or violate any applicable law or regulation or any proprietary, contract, moral, privacy or third party right, or which otherwise expose Agent Supplies, Inc. to civil or criminal liability. Any such materials provided by Client to Agent Supplies, Inc. which do not satisfy the foregoing requirements shall be deemed to be a material breach of this Agreement.

5.3 Restrictions on Client Conduct

Without limiting the requirements or restrictions of any other provision of this Agreement, Client may not, under any circumstances, do any of the following:

a) Use Agent Supplies, Inc. or its agent website to threaten, harass, stalk, abuse or otherwise violate the legal rights (including rights of privacy and publicity) of others;

b) Intercept or attempt to intercept E-mail;

c) Upload files that contain software or other material protected by intellectual property laws (or by rights of privacy or publicity) unless Client owns or controls the rights thereto or has received all necessary consents;

d) Upload files that contain a virus or corrupted data;

e) Delete any author attributions, legal notices or proprietary designations or labels in a file that Client uploads via Agent Supplies, Inc. or its agent website;

f) Falsify the source of origin of software or other material contained in a file that Client uploads via Agent Supplies, Inc. or its agent website;

g) Use Agent Supplies, Inc. or the agent website in a manner that adversely affects the availability of Agent Supplies, Inc.’s resources to other Clients;

h) Download a file that Client knows (or reasonably should know) cannot be legally distributed via Agent Supplies, Inc. or the agent website; or

I) Act, or fail to act, in Client’s use of Agent Supplies, Inc. or the agent website, in a manner that is contrary to applicable law or regulation.

Client’s failure to observe any of the foregoing limitations (or other restrictions or limitations set forth in this Agreement) may result in civil or criminal liability, as well as the termination of Agent Supplies, Inc. services.

6. Fees

6.1 Web Site Provision and Maintenance

In consideration for providing and maintaining the agent website, Client shall either (i) pay Agent Supplies, Inc. a non-refundable monthly website fee (United States currency), in advance, on the first of each month, payable by credit card or Electronic Funds Transfer (“EFT”) as designated and authorized by Client (“monthly clients”), or (ii) pay Agent Supplies, Inc., in advance, a non-refundable annual website fee (United States currency) (“annual clients”).

Agent Supplies, Inc. expressly reserves the right to change the rates charged to monthly clients hereunder or institute new charges at any time upon not less than thirty (30) days notice to Client.

6.2 Additional Payment Terms and Conditions

If paying monthly, Client shall pay to Agent Supplies, Inc. its monthly fee on the first (1st) of each month. If the payment by Client is not received by Agent Supplies, Inc. from the Client’s card issuer or it’s agents, Client agrees to pay Agent Supplies, Inc. all amounts due upon demand by Agent Supplies, Inc.. Client’s card issuer’s agreement governs the Client’s use of its designated card in connection with this Agreement, and you must refer to that agreement (not this Agreement) with respect to your rights and liabilities as a cardholder.

Client agrees that Agent Supplies, Inc. may submit charges for your monthly website fee each month without further authorization from Client, until Client has provided thirty (30) days prior notice that it has terminated this authorization or wishes to change its designated card or fee-paying method. Client must promptly notify Agent Supplies, Inc. of changes to the account number or expiration date of your designated card, or bank and account numbers for EFT, or your billing address. Client must also promptly notify Agent Supplies, Inc. if its designated card is canceled or if it becomes aware of a potential breach of security.

Agent Supplies, Inc. reserves the right to suspend or terminate the Client’s agent website without notice if Client fails to pay any fees within five (5) days from its due date. This right is in addition to and not in lieu of any other legal rights or remedies available to Agent Supplies, Inc.. Client agrees to pay a late charge on all amounts due but not timely paid which remain unpaid for thirty (30) days after being billed. The late charge will equal the greater of one and one-half percent (1 1/2%) of the past due amount per month or the maximum allowable under applicable law. In the event collection enforcement is undertaken by Agent Supplies, Inc. to collect past due amounts, Client shall be liable for any costs associated with such collection, including, but not limited to, legal costs, attorneys’ fees, court costs, and collection agency fees.

7. Warranties, Limitations of Liability and Responsibility

7.1 Agent Supplies, Inc. Warranties

Agent Supplies, Inc. represents and warrants that (a) Agent Supplies, Inc. has the power and authority to enter into and perform its obligations under this Agreement, and (b) Agent Supplies, Inc.’s Services under this Agreement shall be performed in a workmanlike manner. Agent Supplies, Inc. further warrants to Client that, to the best of Agent Supplies, Inc.’s knowledge, the Agent Supplies, Inc. Materials do not and will not infringe, or be misappropriations of, the property rights of third parties; provided, however, that Agent Supplies, Inc. shall not be deemed to have breached such warranty to the extent that Client, its agent (s), or any third party have modified the Web Site in any manner or if the Web Site incorporates unauthorized third-party materials, through framing or otherwise.

7.2 Client Warranties

Client represents and warrants that (a) Client has the power and authority to enter into and perform its obligations under this Agreement, (b) Client Content does not and shall not contain any content, materials, advertising or services that are inaccurate or that infringe on or violate any applicable law, regulation or right of a third party, including, without limitation, export laws, or any proprietary, contract, moral, or privacy right or any other third party right, and that Client owns the Client content or otherwise has the right to place the Client Content on the Web Site, and (c) Client has obtained any authorization (s) necessary for hypertext links from the Web Site to other third party Web sites.

7.3 Disclaimer of Warranty

EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTION 7.1, Agent Supplies, Inc. MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES HEREUNDER, INCLUDING BUT NOT LIMITED TO WARRANTIES OR REPRESENTATIONS REGARDING THE USABILITY, CONDITION, OR OPERATION OF THE AGENT WEBSITE. Agent Supplies, Inc. EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, COMPATIBILITY, SECURITY OR ACCURACY.

Agent Supplies, Inc. DOES NOT WARRANT OR REPRESENT THAT ACCESS TO OR USE OF THE AGENT WEBSITE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT Agent Supplies, Inc. SOFTWARE OR SERVICES WILL MEET ANY PARTICULAR CRITERIA OF PERFORMANCE OR QUALITY.

7.4 Limitation of Liability

CLIENT’S USE OF ITS AGENT WEBSITE AND THE SERVICES PROVIDED BY Agent Supplies, Inc. AND ALL Agent Supplies, Inc. SOFTWARE AND SERVICES IS AT CLIENT’S OWN RISK. CLIENT ASSUMES FULL RESPONSIBILITY AND RISK OF LOSS RESULTING FOR SUCH USE. CLIENT AGREES THAT Agent Supplies, Inc. AND PROVIDERS OF TELECOMMUNICATIONS AND NETWORK SERVICES FOR THE AGENT WEBSITE WILL NOT BE LIABLE FOR DAMAGES (INCLUDING CONSEQUENTIAL OR SPECIAL DAMAGES) ARISING OUT OF ITS USE OF OR INABILITY TO USE THE AGENT WEBSITE OR ANY Agent Supplies, Inc. SOFTWARE OR SERVICES, OR THE ACTIONS OR INACTIONS OF SUCH PROVIDERS, AND THE GOODS OR SERVICES THEY PROVIDE. CLIENT HEREBY WAIVES ANY CLAIMS WITH RESPECT THERETO, WHETHER BASED ON CONTRACTUAL, TORT, OR OTHER GROUNDS, EVEN IF Agent Supplies, Inc. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH CLAIMS OR DAMAGES. Agent Supplies, Inc.’s LIABILITY TO CLIENT FOR BREACH OF THIS AGREEMENT IS LIMITED TO THE AMOUNT ACTUALLY PAID BY CLIENT FOR ACCESS TO AND USE OF THE AGENT WEBSITE, EXCLUSIVE OF PAYMENTS RELATING TO GOODS OR SERVICES PROVIDED PRIOR TO SUCH DAMAGES. CLIENT HEREBY RELEASES Agent Supplies, Inc. FROM ANY AND ALL OBLIGATIONS, LIABILITIES AND CLAIMS IN EXCESS OF THIS LIMITATION. (SOME JURISDICTIONS DO NOT ALLOW IMPLIED WARRANTIES TO BE EXCLUDED OR MODIFIED OR LIABILITY TO BE LIMITED, SO NOT ALL OF THE ABOVE LIMITATIONS MAY APPLY TO YOU.)

7.5 Agent Supplies, Inc. Not Responsible for Data Storage

Agent Supplies, Inc. IS NOT A DATA OR INFORMATION STORAGE COMPANY, AND IS NOT RESPONSIBLE FOR STORING, MAINTAINING, PRESERVING PROTECTING OR OTHERWISE COLLECTING OR SAVING CLIENT INFORMATION OR OTHER DATA GENERATED BY CLIENT’S USE OF THE AGENT WEBSITE OR RECEIVED FROM THE USE OF THE AGENT WEBSITE BY OTHERS, INCLUDING POTENTIAL CUSTOMERS OR CLIENTS OF CLIENT. THE CLIENT IS SOLELY RESPONSIBLE FOR STORING, PRESERVING AND MAINTAINING SUCH DATA AND INFORMATION AND FOR PROTECTING SAME FROM LOSS.

8. Indemnification

8.1 Client

Client agrees to indemnify, defend, and hold harmless Agent Supplies, Inc., its directors, officers, employees and agents, with respect to any claim, demand, cause of action, debt or liability, including reasonable attorneys’ fees, to the extent that such action is based upon a claim that: (i) if true, would constitute a breach of any of Client’s representations, warranties, or agreements hereunder; (ii) arises out of the negligence or willful misconduct of Client; or (iii) any of the Client Content to be provided by Client hereunder or other material on the Web Site is defamatory, libelous, or otherwise infringes or violates any rights of third parties, including, without limitation, rights of publicity, rights of privacy, patents, copyrights, trademarks, trade secrets and/or license.

8.2 Agent Supplies, Inc.

Agent Supplies, Inc. agrees to indemnify, defend, and hold harmless Client, its directors, officers, employees and agents, and defend any action brought against same with respect to any claim, demand, cause of action, debt or liability, including reasonable attorneys’ fees, to the extent that such action arises out of the gross negligence or willful misconduct of Agent Supplies, Inc..

8.3 Notice

In claiming any indemnification hereunder, the indemnified party shall promptly provide the indemnifying party with written notice of any claim which the indemnified party believes falls within the scope of the foregoing paragraphs. The indemnified party may, at is own expense, assist in the defense if it so chooses, provided that the indemnifying party shall control such defense and all negotiations relative to the settlement of any such claim and further provided that any settlement intended to bind the indemnified party shall not be final without the indemnified party’s written consent, which shall not be unreasonably withheld.

9. Termination and Renewal

9.1 Term and Termination

If Client is a monthly client, then either Client or Agent Supplies, Inc. may terminate Client’s agent website at any time, with or without cause, upon notice.

Whether Client is a monthly client or an annual client, Agent Supplies, Inc. also reserves the right, in its sole discretion, to terminate or suspend the Client’s agent website at any time without prior notice.

Only if Agent Supplies, Inc. terminates the Client’s agent website without cause will it be liable to refund to Client a pro-rata portion of payments previously made by Client in excess of the billing due.

9.2 Termination and Payment

Upon any termination or expiration of this Agreement, Client shall pay all unpaid and outstanding fees through the effective date of termination or expiration of this Agreement.

10. Miscellaneous

10.1 Entire Agreement

This Agreement and attached Schedules constitute the entire agreement between Client and Agent Supplies, Inc. with respect to the subject matter hereof and there are no representations, understandings or agreements which are not fully expressed in this Agreement.

10.2 Cooperation

The Parties acknowledge and agree that successful completion of the Services shall require the full and mutual good faith cooperation of each of the Parties.

10.3 Independent Contractors

Client acknowledges that no joint venture or partnership exists between Client and Agent Supplies, Inc. and that Agent Supplies, Inc. and its personnel, in performance of this Agreement, are acting as independent contractors and not as employees or agents of Client.

10.4 Client Identification

Agent Supplies, Inc. may use the name of and identify Client as a Agent Supplies, Inc. client, in advertising, publicity, or similar materials distributed or displayed to prospective clients.

10.5 Force Majeure

Except for the payment of fees by Client, if the performance of any part of this Agreement by either party is prevented, hindered, delayed or otherwise made impracticable by reason of any flood, riot, fire, judicial or governmental action, labor disputes, act of God or any other causes beyond the control of either party, that party shall be excused from such to the extent that it is prevented, hindered or delayed by such causes.

10.6 Governing

This Agreement shall be construed in accordance with and governed in all respects by the laws of the State of Ohio without regard to its conflict of laws provisions, and Client and Agent Supplies, Inc. agree that the sole venue and jurisdiction for disputes arising from this Agreement shall be the appropriate state or federal court located in the County of Montgomery, State of Ohio, and Client and Agent Supplies, Inc. hereby submit to the jurisdiction of such courts.

10.7 Assignment

Client shall not assign, without the prior written consent of Agent Supplies, Inc., its rights, duties or obligations under this Agreement to any person or entity, in whole or in part, whether by assignment, merger, transfer of assets, sale of stock, operation of law or otherwise, and any attempt to do so shall be deemed a material breach of this Agreement.

10.8 Notice

Notices given by Agent Supplies, Inc. to Client shall be given by e-mail via the Client’s Internet accessible e-mail address provided by you to Agent Supplies, Inc., or by a general posting on the Agent Supplies, Inc. Website, or by conventional mail. Notices given by the Client to Agent Supplies, Inc. shall be given by e-mail via the Internet and addressed as set forth support@Agent Supplies, Inc., or by conventional mail, addressed as follows: Agent Supplies, Inc., 32 North Main Street , Suite #940, Dayton, OH 45402, USA.

10.9 Waiver

The waiver of failure of either party to exercise any right in any respect provided for herein shall not be deemed a waiver of any further right hereunder.

10.10 Severability

If any provision of this Agreement is determined to be invalid under any applicable statute or rule of law, it is to that extent to be deemed omitted, and the balance of the Agreement shall remain enforceable.

10.11 Counterparts

This Agreement may be executed in several counterparts, all of which taken together shall constitute the entire agreement between the Parties hereto.

10.12 Headings

The section headings used herein are for reference and convenience only and shall not enter into the interpretation hereof.

10.13 Approvals and Similar Actions

Where agreement, approval, acceptance, consent or similar action by either party hereto is required by any provision of this Agreement, such action shall not be unreasonably delayed or withheld.

10.14 Survival

All provisions of this Agreement relating to Client warranties, confidentiality, non-disclosure, proprietary rights, limitation of liability, Client indemnification obligations and payment obligations shall survive the termination or expiration of this Agreement.

11. Agreement Amendment

Agent Supplies, Inc. reserves the right to change this Agreement at any time by posting changes online. Client is responsible for reviewing on a regular basis information posted online in the Terms page to obtain timely notice of such changes. Client’s non-termination or continued use of the agent website after changes are posted constitutes Client’s acceptance of this Agreement as modified by the posted changes.