Terms of Use

Agent Advantage Systems

These Terms of Use (the “Terms” or “Agreement”) constitute a legally binding agreement between you, whether acting individually or on behalf of a business entity (“you,” “your,” or “Client”), and Agent Advantage Systems (“Agent Advantage,” “Company,” “we,” “us,” or “our”), governing your access to and use of agentadvantage.io (the “Website”), the purchase and use of leads, and all associated products, services, platforms, and related offerings (collectively, the “Services”).

By accessing the Website, submitting an order, purchasing any Service, or otherwise affirmatively accepting these Terms, you acknowledge that you have read, understood, and agreed to be bound by this Agreement and any policies expressly incorporated herein. If you are entering into this Agreement on behalf of a corporation, limited liability company, agency, or other legal entity, you represent and warrant that you possess the requisite authority to bind such entity to these Terms.

If you do not agree to these Terms, you must refrain from purchasing or using the Services.

1. DEFINITIONS AND INTERPRETATION

1.1. “Lead.” A “Lead” means a consumer inquiry, submission, or record containing information voluntarily submitted or otherwise collected in connection with an inquiry concerning insurance products or coverage. Depending on the applicable product, a Lead may contain a consumer’s name, telephone number, email address, date of birth, geographic location, requested coverage amount, and other information made available through the applicable lead-generation process.

1.2. “Exclusive Lead.” An “Exclusive Lead” means a Lead designated and sold by Agent Advantage as exclusive, subject to the applicable product description and order terms. Exclusive Leads are intended for delivery to a single purchasing Client and are not intentionally resold or distributed to multiple purchasing Clients as part of the same exclusive transaction.

1.3. “Aged Lead.” An “Aged Lead” means a previously generated consumer inquiry that is not represented as a real-time submission. Aged Leads may have been previously delivered to or contacted by other parties and may exhibit reduced responsiveness or engagement.

1.4. “Order.” An “Order” means a purchase transaction submitted through the Website, an authorized checkout process, or another purchasing method expressly approved by Agent Advantage.

1.5. “Policies.” “Policies” refers to the Lead Replacement Policy, Refund and Cancellation Policy, Privacy Policy, and any additional terms, product-specific conditions, or written agreements expressly incorporated into the applicable transaction.

1.6. Interpretation. Headings are included for convenience and shall not affect the interpretation of this Agreement. The singular includes the plural and vice versa where the context permits. The terms “including” and “include” shall be construed without limitation.

2. CONTRACT FORMATION AND ORDER ACCEPTANCE

2.1. Acceptance of Terms. These Terms govern all applicable Orders and the Client’s use of the Services. Where reasonably practicable, Agent Advantage may require affirmative electronic acceptance before an Order is submitted or processed. The Client agrees that electronic records and electronic manifestations of assent may be used to establish acceptance to the extent permitted by applicable law.

2.2. Authority and Business Purpose. The Client represents that it is purchasing the Services for legitimate business purposes and possesses all authority, licenses, registrations, and permissions required for its intended use. If the Client acts on behalf of an entity, the individual placing the Order represents that they are authorized to bind that entity.

2.3. Order Review and Acceptance. Submission of an Order does not obligate Agent Advantage to accept or fulfill it. Agent Advantage reserves the right to reject, suspend, or cancel an Order where reasonably necessary because of suspected fraud, payment authorization failure, material misrepresentation, legal or regulatory concerns, product unavailability, or another legitimate operational or contractual reason, subject to the applicable Refund and Cancellation Policy and applicable law.

2.4. Accuracy of Client Information. The Client shall provide accurate and complete purchasing, billing, contact, licensing, geographic targeting, and other information requested in connection with an Order. The Client is responsible for reviewing the Order specifications before submission and promptly notifying Agent Advantage of material errors.

2.5. Electronic Communications. The Client consents to receive Order confirmations, delivery notices, policy notices, support communications, and other transactional communications electronically. Such communications may be sent to the email address supplied by the Client. The Client is responsible for maintaining a valid email address and ensuring that applicable communications can be received.

3. LEAD PRODUCTS AND FULFILLMENT

3.1. Nature of the Services. Agent Advantage provides lead-generation and lead-delivery services intended to connect insurance professionals with consumers who have submitted inquiries concerning insurance products. The Services facilitate the acquisition of consumer inquiry information; they do not constitute insurance brokerage, underwriting, policy issuance, financial advice, or a guarantee of a commercial outcome.

3.2. Lead Characteristics. A Lead represents an inquiry or submission and is not a representation that the consumer is a qualified buyer, remains interested, is available for contact, satisfies an insurer’s underwriting requirements, or intends to purchase a policy. Consumer circumstances and intentions may change after a submission.

3.3. Product Specifications. The applicable product description, checkout information, and Order confirmation determine the Lead type, quantity, targeting parameters, and other material specifications of the purchase. The Client shall review these specifications before completing the transaction.

3.4. Real-Time and Aged Leads. Unless an Order expressly identifies the product as aged or otherwise specifies different conditions, standard Orders are intended to be fulfilled using real-time Leads. Aged Leads are offered under their separately disclosed product conditions and are subject to the applicable exclusions in the Lead Replacement Policy and Refund and Cancellation Policy.

3.5. Exclusive Lead Treatment. Where a product is expressly sold as exclusive, Agent Advantage shall not intentionally resell or distribute that same exclusive Lead to another purchasing Client as a separate exclusive transaction. Exclusivity does not guarantee that the consumer has never previously inquired about insurance, been contacted by an insurer or agent, or submitted information through another source. Agent Advantage does not warrant that the consumer will respond or refrain from engaging with other insurance professionals.

3.6. Delivery Method. Leads may be delivered electronically through a spreadsheet, shared document, email notification, or another designated delivery method communicated to the Client. The Client is responsible for maintaining the equipment, internet access, email functionality, account access, and other resources reasonably necessary to receive and access the delivery method.

3.7. Delivery Timeframes. Agent Advantage generally endeavors to commence fulfillment within approximately twenty-four (24) to forty-eight (48) hours following Order acceptance. Full fulfillment may require additional time, depending on product availability, geographic targeting, campaign performance, advertising-platform conditions, and operational factors. Unless otherwise agreed in writing, the applicable incomplete-delivery threshold is ten (10) business days.

If an accepted Order remains incompletely fulfilled after ten (10) business days, the Client’s sole contractual remedy for the undelivered portion shall be the partial refund or account credit, as applicable under the Refund and Cancellation Policy, attributable to the quantity of Leads not delivered. This provision does not eliminate rights that cannot lawfully be waived.

3.8. Delivery Records. Agent Advantage’s reasonably maintained Order, fulfillment, and delivery records may be used to establish the quantity and timing of Leads delivered, subject to correction of demonstrable errors and applicable law.

3.9. No Guaranteed Supply. Lead generation is dependent on consumer activity, advertising-platform availability, market conditions, and other variables. Agent Advantage does not guarantee a continuous or uniform supply of Leads or uninterrupted campaign operations.

4. MULTI-STATE AND GEOGRAPHIC FULFILLMENT

4.1. State Selection. Where an Order permits the selection of multiple states, the Client may identify the states in which it seeks Leads, subject to the available product options and the applicable Order specifications.

4.2. Inventory-Based Allocation. Multi-state fulfillment is dependent on available Lead inventory at the time of generation. Agent Advantage does not guarantee proportional allocation, equal distribution, or a minimum quantity of Leads from each selected state unless expressly agreed in writing.

4.3. Uneven Distribution. Where inventory is limited in one or more selected states, an Order may be fulfilled predominantly or entirely from other selected states in which eligible inventory is available. The Client acknowledges this allocation condition when selecting multiple states.

4.4. Geographic Limitations. Geographic targeting is limited to the capabilities expressly offered for the applicable product. Selection of a state does not imply targeting by county, ZIP code, municipality, or another substate geographic area unless that targeting capability has been expressly confirmed in writing.

4.5. Licensing Responsibility. The Client is solely responsible for selecting states in which it is appropriately licensed or otherwise legally authorized to solicit insurance business. Agent Advantage does not provide legal advice concerning the Client’s licensing status or authority to transact insurance business.

5. PERMITTED USE AND RESTRICTIONS

5.1. Limited Business Use. Subject to these Terms, Agent Advantage grants the Client a limited, non-exclusive, non-transferable, revocable right to access and use purchased Leads solely for the Client’s legitimate internal insurance-marketing and sales activities consistent with the consumer’s inquiry, the product purchased, applicable consent, and applicable law.

5.2. Prohibited Conduct. The Client shall not, directly or indirectly:

(a) resell, sublicense, broker, publish, distribute, or otherwise transfer Leads to any unrelated third party, except as expressly authorized in writing by Agent Advantage and permitted by applicable law;

(b) use Leads for an unrelated commercial purpose, an insurance vertical inconsistent with the consumer’s inquiry, or a purpose materially different from that for which the information was collected;

(c) use Leads to determine eligibility for credit, employment, insurance, or another purpose governed by the Fair Credit Reporting Act where such use would be unlawful or where the Client lacks the necessary authorization and legal basis;

(d) use the Services to engage in deceptive, fraudulent, abusive, discriminatory, unlawful, or misleading conduct;

(e) alter, misrepresent, or conceal material information concerning the source, consent status, or permitted use of Leads;

(f) attempt to circumvent access controls, compromise the Website or delivery systems, interfere with another customer’s access, or reverse engineer proprietary systems except to the extent such restriction is prohibited by law; or

(g) use the Services in a manner that violates these Terms, an applicable Policy, or a binding legal or regulatory requirement.

5.3. Personnel and Service Providers. The Client may permit its authorized employees and service providers to access Leads solely as reasonably necessary for the Client’s permitted business purposes, provided the Client remains responsible for their conduct, safeguards the information, and ensures that such access is lawful. This provision does not authorize resale or distribution to unrelated agencies or other lead purchasers.

5.4. Unauthorized Use. Agent Advantage may investigate reasonably suspected unauthorized access, disclosure, resale, fraud, or misuse of Leads. Where warranted, Agent Advantage may suspend delivery, restrict access, reject further Orders, or terminate the Client’s use of the Services, subject to applicable law and any applicable contractual obligations.

6. CLIENT COMPLIANCE OBLIGATIONS

6.1. Independent Compliance Responsibility. The Client is independently responsible for its solicitation, telemarketing, insurance-marketing, sales, and customer-contact activities. The Client shall comply with all applicable federal, state, and local laws, regulations, licensing requirements, and regulatory orders governing its use of Leads and the Services.

6.2. Contact and Consent Requirements. Without limiting the foregoing, the Client shall comply with applicable requirements concerning the Telephone Consumer Protection Act (TCPA), Federal Communications Commission (FCC) rules, Federal Trade Commission (FTC) requirements, the Telemarketing Sales Rule (TSR), federal and state do-not-call restrictions, applicable state telemarketing statutes, and other laws governing calls, text messages, prerecorded or artificial-voice communications, automated dialing, and consumer consent.

6.3. Independent Verification. The Client is responsible for determining whether it may lawfully contact a particular consumer using a particular method, at a particular time, and for a particular purpose. The delivery of a Lead does not constitute a representation that every proposed call, text, or other contact by the Client is lawful under the Client’s specific circumstances.

6.4. Licenses and Professional Conduct. The Client shall maintain all insurance producer licenses, appointments, registrations, and other authorizations required for its activities. The Client shall not make misleading statements concerning insurance products, benefits, eligibility, pricing, or coverage and shall comply with applicable insurer and regulatory requirements.

6.5. Records and Suppression. The Client shall maintain any consent, contact, suppression, licensing, and transaction records required by law. The Client is responsible for screening against applicable do-not-call lists and maintaining internal suppression lists where required.

6.6. Regulatory Inquiries. The Client shall promptly notify Agent Advantage if it receives a material regulatory inquiry, demand, or proceeding directly concerning the Client’s use of the Services or Leads supplied by Agent Advantage, to the extent such notification is lawful and does not improperly disclose privileged or protected information.

6.7. No Transfer of Legal Responsibility. Nothing in this Agreement relieves either party of a legal obligation that independently applies to that party. The allocation of contractual responsibilities in this Section governs the relationship between Agent Advantage and the Client and does not determine the rights of third parties or regulatory authorities.

7. CONFIDENTIALITY, DATA SECURITY, AND INFORMATION HANDLING

7.1. Confidential Information. In connection with the Services, a party may receive nonpublic business, technical, operational, commercial, or other information of the other party that is identified as confidential or that reasonably should be understood to be confidential in the circumstances (“Confidential Information”).

7.2. Protection and Restricted Use. Each receiving party shall use the other party’s Confidential Information only as necessary to perform or exercise its rights under this Agreement and shall employ reasonable safeguards to prevent unauthorized access, use, disclosure, or loss.

7.3. Consumer Information. The Client shall protect consumer information contained in Leads using reasonable administrative, technical, and organizational safeguards appropriate to the nature of the information. Access shall be restricted to individuals with a legitimate business need. The Client shall not sell, disclose, or otherwise exploit consumer information except as authorized by applicable law and the permitted purpose of the Lead.

7.4. Security Incidents. The Client shall promptly notify Agent Advantage of any known or reasonably suspected unauthorized access to, acquisition of, disclosure of, or misuse of Leads received through the Services, where the incident materially affects information or systems relevant to Agent Advantage or the Services. The parties shall reasonably cooperate regarding investigation and any legally required notifications.

7.5. Exclusions. Confidential Information does not include information the receiving party can demonstrate: (a) is or becomes publicly available without breach of an obligation; (b) was lawfully known to the receiving party without a confidentiality obligation before disclosure; (c) was independently developed without use of the disclosing party’s Confidential Information; or (d) was lawfully received from a third party without a duty of confidentiality.

7.6. Legally Required Disclosure. A receiving party may disclose Confidential Information to the extent required by applicable law, regulation, or valid legal process, subject to any legally permissible notice and reasonable cooperation obligations.

7.7. Personal Information and Privacy Rights. Consumer information remains subject to applicable privacy and data-protection laws. Nothing in this Agreement purports to eliminate a consumer’s statutory rights or establish ownership of personal information contrary to applicable law. The parties shall comply with their respective obligations under the applicable Privacy Policy and any separately applicable data-processing agreement.

8. FEES, PAYMENTS, AND TRANSACTION DISPUTES

8.1. Pricing and Payment. The Client shall pay the prices displayed or otherwise expressly agreed for the applicable Order. Payment is due through the designated payment method and processor. The Client authorizes the applicable payment provider to process the transaction in accordance with the payment authorization and applicable provider terms.

8.2. Order Commitment. The Client acknowledges that an Order may require advertising expenditure, campaign preparation, resource allocation, and other fulfillment activities. After the applicable cancellation period expires, the Order is subject to the restrictions and exceptions stated in the Refund and Cancellation Policy.

8.3. Payment Authorization. The Client represents that it is authorized to use the payment method submitted and that the billing information supplied is accurate. The Client shall not knowingly submit a transaction using unauthorized payment credentials or materially false billing information.

8.4. Internal Dispute Resolution. Before escalating an ordinary contractual dispute, the Client shall submit a written notice to Agent Advantage describing the issue, the relevant Order, the requested resolution, and any reasonably available supporting documentation. The parties shall make a good-faith effort to resolve the matter through the applicable support or dispute-resolution procedure.

8.5. Payment Disputes and Chargebacks. The Client agrees not to knowingly submit false, misleading, or bad-faith payment-dispute claims and shall cooperate reasonably with legitimate transaction investigations. Where the Client disputes an Order, the Client should provide Agent Advantage with a reasonable opportunity to review the matter and respond.

Nothing in this Agreement purports to prohibit a payment dispute or remedy that cannot lawfully be waived, override the rules of a payment network, or prevent a party from exercising a non-waivable statutory right.

8.6. Recovery of Losses. To the extent permitted by applicable law, Agent Advantage may seek recovery of reasonable, documented losses, fees, or expenses directly attributable to a Client’s material breach, fraudulent conduct, or other legally actionable conduct. Any recovery of attorneys’ fees, collection costs, or payment-dispute expenses is subject to the applicable agreement, governing law, and any required judicial or arbitral determination.

8.7. No Duplicate Recovery. A Client is not entitled to recover the same loss more than once through a refund, credit, replacement, payment reversal, or other remedy. This limitation does not prevent the correction of an erroneous charge or the exercise of rights that cannot lawfully be waived.

9. COUPONS, PROMOTIONS, AND AFFILIATE PROGRAMS

9.1. Promotional Offers. Coupons, discount codes, promotional offers, and affiliate pricing are subject to their stated eligibility requirements, expiration dates, exclusions, and other applicable conditions. Unless expressly stated otherwise in writing, promotional discounts and affiliate pricing may not be combined in the same Order.

9.2. Eligibility and Approval. Specialty pricing and agency-affiliate arrangements are subject to Agent Advantage’s approval and any written terms applicable to the program. A promotional or affiliate code does not create a continuing entitlement to discounted pricing.

9.3. Modification or Withdrawal. Agent Advantage may modify or discontinue a promotional offer or affiliate program for future transactions, subject to applicable law and any express written commitment governing an existing Order.

9.4. Separate Affiliate Obligations. Participation in an affiliate or referral program may be subject to a separate written agreement. Any affiliate indemnity, reimbursement obligation, or responsibility for a referred customer’s payment dispute must be established under the applicable affiliate agreement or another enforceable written undertaking. The mere use of an affiliate code by a customer does not, by itself, establish an affiliate’s liability for that customer’s payment dispute.

10. DISCLAIMERS AND ABSENCE OF PERFORMANCE WARRANTIES

10.1. No Commercial Outcome Guarantee. Agent Advantage does not guarantee that any Lead will answer a call, respond to a message, schedule an appointment, complete an application, qualify for coverage, purchase a policy, generate commission, or produce revenue or a positive return on investment.

10.2. Information Accuracy. Although Agent Advantage may employ processes intended to facilitate the collection and delivery of consumer information, Agent Advantage does not guarantee that every field is accurate, complete, current, independently verified, or free from consumer entry errors.

10.3. Consumer Intent. Agent Advantage does not guarantee that a consumer will remember a submission, remain interested in the requested product, be available for contact, or respond to the Client. The Client acknowledges that consumer circumstances, contact information, and intentions may change.

10.4. Service Availability. To the maximum extent permitted by applicable law, Agent Advantage does not guarantee that the Website, lead-generation processes, delivery systems, or third-party platforms will operate without interruption, delay, error, or temporary unavailability.

10.5. Disclaimer of Implied Warranties. Except for express commitments stated in this Agreement or warranties that cannot lawfully be excluded, the Services are provided on an “AS IS” and “AS AVAILABLE” basis. Agent Advantage disclaims implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement to the maximum extent permitted by law.

10.6. Non-Excludable Rights. Nothing in this Agreement excludes or limits any warranty, representation, remedy, or liability that cannot lawfully be excluded or limited.

11. LIMITATION OF LIABILITY

11.1. Excluded Damages. To the maximum extent permitted by applicable law, Agent Advantage shall not be liable for indirect, incidental, special, exemplary, punitive, or consequential damages, or for loss of profits, revenue, anticipated savings, business opportunities, goodwill, data, or expected commercial results arising out of or relating to the Services or this Agreement, regardless of the theory of liability and even if advised of the possibility of such damages.

11.2. Aggregate Liability Cap. To the maximum extent permitted by applicable law, the aggregate liability of Agent Advantage and its officers, employees, contractors, and agents arising out of or relating to a particular Client’s use of the Services or this Agreement shall not exceed the total amount actually paid by that Client to Agent Advantage for the Services giving rise to the claim during the twelve (12) months immediately preceding the event first giving rise to the claim.

11.3. Allocation of Commercial Risk. The Client acknowledges that the pricing and availability of the Services reflect the allocation of risk established by these Terms, including the absence of performance guarantees and the limitations stated in this Section.

11.4. Exceptions. The exclusions and limitations in this Section apply only to the extent permitted by applicable law and do not limit liability that cannot lawfully be limited or excluded.

11.5. Essential Basis. The parties acknowledge that the disclaimers and limitations in this Agreement form an important part of the basis upon which the Services are offered and purchased.

12. INDEMNIFICATION

12.1. Client Indemnification. To the maximum extent permitted by applicable law, the Client shall indemnify, defend, and hold harmless Agent Advantage Systems and its officers, employees, contractors, and agents (collectively, the “Agent Advantage Indemnified Parties”) from and against third-party claims, demands, proceedings, damages, judgments, settlements, penalties, and reasonable attorneys’ fees and costs, to the extent arising out of or relating to:

(a) the Client’s use, solicitation, distribution, or other handling of Leads;

(b) the Client’s calls, text messages, marketing, advertising, sales representations, insurance solicitation, or customer-contact practices;

(d) the Client’s breach of this Agreement or an applicable Policy;

(e) unauthorized disclosure, misuse, or inadequate protection of consumer information by the Client or persons acting on its behalf; or

(f) the Client’s fraud, willful misconduct, or material misrepresentation.

12.2. Indemnification Procedure. An indemnified party shall provide reasonably prompt written notice of a claim for which indemnification is sought, provided that delay in notice shall relieve the indemnifying party of its obligations only to the extent materially prejudiced by that delay. The indemnifying party may control the defense through competent counsel, subject to the indemnified party’s right to participate at its own expense.

No settlement may impose an admission of wrongdoing, non-monetary obligation, or continuing liability on an indemnified party without that party’s prior written consent. Such consent shall not be unreasonably withheld where the settlement imposes no such obligation and fully releases the indemnified party from the covered claim.

12.3. Scope of Responsibility. The obligations in this Section apply only to the extent a claim falls within the stated indemnification grounds. Nothing herein requires indemnification for a loss to the extent caused by an indemnified party’s own conduct where such indemnification is prohibited by applicable law.

13. INTELLECTUAL PROPERTY AND PROPRIETARY MATERIALS

13.1. Ownership. The Website, its design, text, branding, graphics, software, proprietary processes, nonpublic operational materials, and other content supplied by Agent Advantage, excluding third-party materials and information subject to separate rights, are owned by or licensed to Agent Advantage and are protected by applicable intellectual property laws.

13.2. Limited License. Subject to compliance with these Terms, Agent Advantage grants the Client a limited, revocable, non-exclusive, non-transferable license to access and use the Website and Services for their intended business purposes.

13.3. Restrictions. Except as expressly authorized in writing or permitted by applicable law, the Client shall not copy, reproduce, publish, distribute, modify, create derivative works from, reverse engineer, or commercially exploit Agent Advantage’s proprietary software, materials, or systems.

13.4. Reservation of Rights. All rights not expressly granted to the Client are reserved by Agent Advantage or the applicable rights holder.

14. SUSPENSION AND TERMINATION

14.1. Suspension. Agent Advantage may suspend access to the Website or Services, pause fulfillment, or restrict an Order where reasonably necessary to investigate suspected fraud, unauthorized access, payment irregularities, material breach, legal or regulatory concerns, or operational security risks.

14.2. Termination for Cause. Agent Advantage may terminate the Client’s access to the Services for a material breach of these Terms, repeated prohibited conduct, suspected fraudulent activity supported by reasonable grounds, unlawful use of Leads, abusive conduct toward personnel, or other legitimate grounds consistent with applicable law.

14.3. Effect of Termination. Termination does not extinguish obligations accrued before termination, including outstanding payment obligations, applicable confidentiality obligations, indemnification obligations, or rights and remedies arising from a prior breach. The treatment of existing Orders and any cancellation or refund entitlement shall be determined under the applicable Order terms and Refund and Cancellation Policy.

14.4. Survival. Provisions that by their nature are intended to survive termination shall survive, including provisions relating to payment obligations, confidentiality, data protection, intellectual property, disclaimers, limitation of liability, indemnification, dispute resolution, and accrued rights and remedies.

15. MODIFICATIONS TO THE TERMS AND SERVICES

15.1. Amendments. Agent Advantage may revise these Terms from time to time. The revised version shall identify its effective date and shall be made available through the Website or another reasonable means of notice.

15.2. Application to Existing Orders. Unless otherwise required by law or expressly agreed in writing, amendments shall apply prospectively. The version of the Terms applicable to an existing Order shall be determined by the terms accepted for that transaction and applicable law. A material amendment shall not retroactively eliminate an accrued contractual right or remedy.

15.3. Continued Use. Continued use of the Services after an amended version becomes effective may constitute acceptance where legally sufficient notice and assent requirements are satisfied. Where affirmative acceptance is legally required, Agent Advantage shall obtain such acceptance before relying on the amended provisions.

15.4. Service Changes. Agent Advantage may modify, suspend, or discontinue features or aspects of the Services for legitimate operational, commercial, security, or legal reasons, subject to existing contractual commitments and applicable law.

16. FORCE MAJEURE

Neither party shall be liable for a delay or failure to perform an obligation to the extent directly caused by an event beyond that party’s reasonable control, including natural disasters, severe weather, war, terrorism, civil unrest, governmental action, labor disruptions, widespread telecommunications or internet failures, material third-party platform outages, or other comparable events.

The affected party shall use commercially reasonable efforts to mitigate the effects of the event and resume performance when reasonably practicable. This Section does not excuse payment obligations for Services already delivered or eliminate any remedy expressly required under the applicable Refund and Cancellation Policy or applicable law.

17. DISPUTE RESOLUTION, GOVERNING LAW, AND VENUE

17.1. Informal Resolution. Before commencing formal proceedings, each party shall make a good-faith effort to resolve a dispute by delivering written notice describing the dispute and the relief sought. The parties shall allow thirty (30) days after receipt of the notice for informal resolution, unless the parties agree otherwise or urgent relief is reasonably necessary.

17.2. Governing Law. This Agreement shall be governed by the laws of the State of Wyoming, without regard to conflict-of-law principles that would require application of another jurisdiction’s laws, subject to applicable federal law and any mandatory legal requirements.

17.3. Binding Arbitration and Location. Except for matters expressly excluded under this Agreement or otherwise exempt from arbitration under applicable law, disputes arising out of or relating to this Agreement, the Services, an Order, or the parties’ contractual relationship shall be resolved through final and binding arbitration administered by the American Arbitration Association (AAA) under its applicable Commercial Arbitration Rules.

The legal seat of arbitration shall be Sheridan, Wyoming. Proceedings shall be conducted remotely by videoconference where practicable and consistent with the applicable arbitration rules and the arbitrator’s procedural determinations. Where an in-person hearing is necessary, the hearing shall take place in Sheridan, Wyoming, unless the parties agree otherwise or applicable law requires a different arrangement.

The allocation of arbitration fees and costs shall be governed by the applicable arbitration rules and applicable law. Nothing in this provision shall prevent a party from exercising a right that cannot lawfully be waived.

17.4. Fees and Procedure. Arbitration fees, administrative charges, and arbitrator compensation shall be allocated in accordance with the applicable arbitration rules and governing law. Nothing in this Agreement requires a party to pay fees or costs in a manner prohibited by applicable law. The arbitrator may award attorneys’ fees or costs only where authorized by applicable law, an enforceable contractual provision, or the applicable arbitration rules.

17.5. Court Proceedings and Exceptions. Either party may bring an individual claim within the jurisdiction of a qualifying small-claims court where permitted by applicable law and the applicable arbitration rules. Either party may also seek temporary or provisional relief from a court of competent jurisdiction where reasonably necessary to preserve rights or prevent imminent harm pending arbitration. Such action shall not, by itself, waive an otherwise enforceable obligation to arbitrate the underlying dispute.

17.6. Class and Representative Proceedings. To the maximum extent permitted by applicable law, disputes subject to arbitration shall be brought in the parties’ individual capacities and not as a plaintiff or class member in a purported class, collective, consolidated, or representative proceeding. This provision shall not apply where such a waiver is prohibited by law.

17.7. Enforceability. If any part of this Section is found unenforceable, the remaining provisions shall continue to apply to the extent legally permissible. Any invalid provision shall be severed or limited as necessary, subject to applicable law and the applicable arbitration rules.

18. GENERAL CONTRACTUAL PROVISIONS

18.1. Entire Agreement. These Terms, together with the applicable Policies, accepted Order specifications, and any separately executed written agreement expressly incorporated into the transaction, constitute the entire agreement between the parties concerning the subject matter hereof and supersede prior discussions or understandings concerning that subject matter, except for representations or obligations that cannot lawfully be excluded.

18.2. Order of Precedence. In the event of a conflict, the following order of precedence shall apply to the extent of the conflict: (a) a separately executed written agreement expressly addressing the conflicting subject matter; (b) the applicable Order specifications for product-specific commercial terms; (c) the Refund and Cancellation Policy or Lead Replacement Policy for matters specifically governed by those Policies; and (d) these Terms for all remaining matters. No Order specification shall modify a general legal provision of these Terms unless the modification is expressly stated and accepted in writing by an authorized representative of Agent Advantage.

18.3. Severability. If any provision of this Agreement is held invalid, illegal, or unenforceable, that provision shall be enforced to the maximum extent permitted by law or severed as necessary, and the remaining provisions shall remain in full force and effect.

18.4. Waiver. A failure or delay by either party to exercise a right or remedy shall not constitute a waiver of that right or remedy. A waiver shall be effective only to the extent expressly provided and legally enforceable.

18.5. Assignment. The Client may not assign, transfer, delegate, or otherwise dispose of its rights or obligations under this Agreement without Agent Advantage’s prior written consent. Agent Advantage may assign this Agreement in connection with a merger, reorganization, corporate restructuring, or sale or transfer of substantially all relevant business assets, subject to applicable law.

18.6. Independent Parties. The parties are independent contracting parties. Nothing in this Agreement creates a partnership, joint venture, agency, employment, fiduciary, or franchise relationship between the parties. Neither party may bind the other except as expressly authorized in writing.

18.7. No Third-Party Beneficiaries. Except for the Agent Advantage Indemnified Parties with respect to their express rights under Section 12, this Agreement does not create rights in any person or entity that is not a party to it.

18.8. Remedies. Rights and remedies under this Agreement are cumulative to the extent permitted by law, except where an applicable Policy expressly establishes an exclusive contractual remedy for a particular matter.

18.9. Headings and Construction. Section headings are for reference only and do not affect the interpretation of the Agreement. No provision shall be construed against a party solely because that party drafted the provision.

18.10. Electronic Execution. To the extent permitted by applicable law, electronic acceptance and electronic records may establish the parties’ assent and preserve evidence of the contractual relationship.

19. INCORPORATED POLICIES

The following policies are incorporated into these Terms to the extent applicable to the Client’s use of the Services:

Lead Replacement Policy: Governs the eligibility requirements, submission procedures, verification process, exclusions, and fulfillment of qualifying replacement requests.
Refund and Cancellation Policy: Governs cancellation requests, refund eligibility, incomplete fulfillment, partial refunds, and applicable credits.
Privacy Policy: Describes the applicable practices concerning information collected through the Website and the Services.

The Client is responsible for reviewing the applicable Policies before submitting an Order. In the event of a conflict, Section 18.2 governs the order of precedence, subject to applicable law.

20. CONTACT INFORMATION

Questions, contractual notices, and legal correspondence concerning these Terms may be directed to:

Agent Advantage Systems
Legal@AgentAdvantage.io
AgentAdvantage.io

Unless otherwise required by law or expressly stated in an applicable Policy, written notices under this Agreement shall be sent to the email address above or to the applicable contact address designated by Agent Advantage.

BY ACCESSING THE SERVICES OR PLACING AN ORDER, THE CLIENT ACKNOWLEDGES THAT IT HAS READ AND UNDERSTOOD THESE TERMS AND AGREES TO BE BOUND BY THEIR APPLICABLE PROVISIONS.