Terms

AGNIMBLE  LLC  TERMS & CONDITIONS

Last updated December 01, 2022

Agreement to Terms

AGnimble  LLC (“AGnimble ”) owns and operates this Website.  This document governs your relationship with https://AGnimble .com/ (“Website” or “Platform”). Access to and use of this Website and the products and services available through this Website (collectively, the “Services”) are subject to the following terms, conditions, and notices (the “Terms of Service”). By using the Services, you are agreeing to all of the Terms of Service, as may be updated by us from time to time. You should check this page regularly to take notice of any changes we may have made to the Terms of Service.

We will not be liable if for any reason this Website is unavailable at any time or for any period. From time to time, we may restrict access to some parts or all of this Website.

This Website may contain links to other websites (the “Linked Sites”), which are not operated by AGnimble. AGnimble has no control over the Linked Sites and accepts no responsibility for them or for any loss or damage that may arise from your use of them. Your use of the Linked Sites will be subject to the terms of use and service contained within each such site.

Definitions

A retailer or other buying partner having an account for placing orders on our Services is referred to as a “Buyer.” You represent and warrant that you are authorized to accept these Terms on behalf of any Buyer for whom you are accessing the services. “You” or “Your” refers to both you and the Buyer for whom you are speaking.

Any Business that makes items (“Products”) accessible for purchase on our platform is referred to as a “Supplier” or “Seller.”

Term

You may terminate your Account at any time to terminate these Terms, subject to any unpaid

Orders or other payment obligations under these Terms.

Privacy Policy

Our privacy policy, which sets out how we will use your information, can be found at [Privacy Policy Link]. By using this Website, you consent to the processing described therein and warrant that all data provided by you is accurate.

Prohibitions

You should observe any rules made to be had to You inside the platform and You should not misuse the service on the Website. You are not allowed to dedicate or inspire against the law; transmit or distribute a virus, trojan, worm, good judgment bomb, or another worm that’s malicious, technologically dangerous, in breach of self-belief, or in any manner offensive or obscene; hack into or; corrupt records; reason annoyance to different users; infringe upon the rights of another person`s proprietary rights; ship any unsolicited marketing and marketing or promotional worm, normally cited as “spam”; or try to have an effect on the overall performance or capability of any laptop or accessed via this Website. Breaching this provision could represent against the law and AGnimble will document the sort of breach to the applicable regulation enforcement government and divulge your identity to them. We are not for any loss or harm because of a dispensed denial-of-provider attack, viruses, or different technologically dangerous worm that could infect your laptop equipment, laptop programs, records, or different proprietary worm because of your use of this Website or on your downloading of any worm published on it, or on any internet site related to it.

Terms and use of Marketplace Platform

To enter into a contract with AGnimble, you must be over the age of 18, Own or work for a business, and have a valid bank account, credit or debit card issued by a reputable bank. AGnimble reserves the right to deny your request to use the Platform. To use the Platform, you may be required to create an account. By creating your own account, you confirm that the registration information you provide to us is true and current. We may also collect user bank statements, certificates of incorporation, driver’s license, passports and financial statements, Tax Identification Numbers / Employer Identification Numbers, and business contact details on the website. If your account has been assigned by an administrator, such as an administrator, different or additional restrictions may apply, and the administrator may access your account or disable your account. Please let us know immediately if any of the above information changes. Any computer, mobile device, or other endpoints on which you allow Service password storage or enable “Remember Me” or other features (“Enabled Devices”) is under your control. As a result, you acknowledge that you are solely responsible for all actions taken in connection with your Service Account, including the actions of other users with whom your Enabled Device or Service Account is shared.

Compliance

We work with other third-party partners to ensure that all businesses using our platform fully met and comply with our compliance requirements. All businesses using our platform will need to pass our KYB and AML check. Any business with the owner’s or executive member’s name on the AML or any other sanction list is prohibited from using our platform. We will also conduct frequent checks to ensure that businesses using our platform are in compliance with our KYB and AML policies.

For Buyer

You are making an offer to buy a product on and subject to the following terms and conditions by placing an order. Every order is subject to availability and order price confirmation.

You represent and warrant that you are an authorized user of the bank account, credit card or debit card used to place the purchase and that there are adequate funds to cover the cost of the products when you confirm an order with us. All listed prices are liable to change.

The Products that buyers choose to acquire through the Platform might be one or several. The purchase order that You establish and confirm (a “Purchase Order”) will serve as the official record of all agreements to buy a particular number of Products. Through the Platform, you can make and confirm a purchase order. In the event that we notify You of such requirements through the platform or in writing prior to confirming the Purchase Order, You agree to abide by all reasonable policies and requirements of AGnimble relating to Purchase Orders, including International Commercial Terms (“Incoterms”), payment terms, and invoices. All transactions under these Terms shall be regarded to occur in the United States, unless otherwise specifically agreed in writing.

Only a Supplier or AGnimble has the authority to terminate a transaction once You have generated and confirmed a Purchase Order. Through the Services or by emailing us, you have the option of asking the seller to cancel the order.

You consent to pay us all invoiced sums in a timely manner, including any sums due for goods you have purchased, as well as any fees, taxes, tariffs, and other sums payable in connection with your use of the Services. Any failure to keep Your payments current or to maintain valid, up-to-date payment information with us may be considered a serious breach of these Terms, for which we may immediately suspend or terminate Your access to the Services without prior notice. The highest rate allowable by relevant U.S. legislation, plus one and a half percent (1.5 percent) each month, is charged as interest on payments that are past due. The reasonable costs of our collection efforts, including reasonable legal fees, are also your responsibility.

For Seller

You consent to utilize AGnimble’s B2B Worldwide Platform as an online international B2B global marketplace for the selling of Your Products throughout the Term. You are responsible to list your product on the platform and also ensuring that you keep an adequate count of your inventory on our platform and communicate in a timely manner to any inquiry from Buyers or AGnimble.

If for whatever reason, you decide to close your account, you must give sixty (60) days written notice to the AGnimble at [email protected]. We shall quickly remove your brand and products from our marketplace using commercially reasonable measures.

Pricing and Payment

Markup may be added to the pricing that you give and/or domestic delivered pricing serves as payment for AGnimble’s services and utilization of the marketplace platform. Depending on the nature of the contract either buyer or supplier may be responsible for all logistics, tariffs, levies, taxes, customs, and other expenses. When products are picked up from supplier facility and are verified by a signed “Bill of Lading of Packing List,” that date is considered the shipment date.

AGnimble may act as your customer of record for transactions made under these Terms in order to enable purchases from overseas buyers. AGnimble demands that payments for any purchases made under these Terms be due 30 days after the purchase ships or on another mutually accepted due date in order to ensure the timely flow of payments to suppliers and Products to Buyers. In line with these Terms, AGnimble will wire suppliers the purchase price in U.S. dollars.

Pricing that You submit to AGnimble  shall be valid as of the day this agreement is signed and may be adjusted periodically as further specified in this section. For all pricing modifications, AGnimble will need a sixty (60) day written notice. You undertake to uphold any pricing that was given to a buyer sixty (60) days before the price increase takes effect if a sixty (60) day warning is not practicable.

Subscriptions

Subscription: By purchasing a Subscription, you agree to pay the current Subscription fee on and recurring basis, and you accept responsibility for all further payments until your subscription is discontinued or canceled. You may cancel your Subscription at any time, subject to the terms and conditions of our cancellation policy.

AUTOMATIC RENEWAL TERMS: Once you’ve enrolled, we’ll automatically process the cost of your Subscription during the following payment period. We will continue to automatically process your Subscription payments at the then-current Subscription fee until you cancel your subscription.

Payment Methods

We accept payment through credit cards, debit cards, and ACH transfers. Verify that you have read and understood the terms and conditions and privacy policies of each payment service provider you use.

All fees are exclusive of all taxes, levies, and duties imposed by taxing authorities, and you are solely responsible for the payment of all such taxes, levies, and duties.

We do not process Refunds for subscription services.

Non-payment.

If you fail to pay any sums owed to us, we may suspend your services until payment is received.

Seller Representation and Warranty

You affirm and guarantee that:

  1. If you are a business, you are legitimately operating, properly constituted, and in good standing, as defined by the laws of the country where your business is registered;
  2. You possess the necessary rights, powers, and authorization to accept orders, carry out Your responsibilities under these Terms, and engage in any associated business transactions and activities on the Services as provided for by these Terms;
  3. When it comes to the Products, including their importation and resale, You Will Always Comply With All Requirements Of Any Applicable Domestic Or Foreign Federal, State, Provincial Or Local Law, Regulation, Staff Report Or Guidance, Ordinance Or Judicial Decree Of The Place Where The Products Are Resold Or Distributed By You (Collectively, “Applicable Laws”).

Shipping

For buyer

The following is a list of the shipping Incoterms that are accessible to purchasers on AGnimble , unless otherwise stated in a relevant Purchase Order. You take title to and assume the risk of loss for the Products as soon as they leave the seller’s warehouse or a comparable facility, and you are responsible for paying any delivery fees and related expenses. For the avoidance of dispute, AGnimble  never acquires ownership to or risk of loss for the Products.

  • EXW (Ex-Works)
  • FCA (Free Carrier)
  • CPT (Carriage Paid To)
  • DAP (Delivered at Place)
  • DDP (Delivered Duties Paid)
  • FOB (Free on Board (ocean))
  • CIF (Cost, Insurance and Freight (ocean))

For Seller

You acknowledge that the Products being prepared for shipping strictly abide by these Terms and the purchase order (the “Purchase Order”) between You and the buyer. In line with the Incoterms applicable to the Purchase Order, title and risk of loss shall transfer. You undertake to abide by any AGnimble policies and requirements that we have made known to you before accepting the relevant purchase order, including those that deal with purchase orders, deliveries, invoicing, bills of lading, and any other shipping specifications. Any Product shortages decreased availability, or “out of stocks” that might affect delivery under any Purchase Order, through the Services, or through other industry-standard notification protocols, you undertake to immediately notify the buyer or AGnimble. The losses to AGnimble that come from your failure to appropriately notify them in line with industry-standard notification procedures will be your responsibility.

Taxes

Except for taxes based on AGnimble ‘s net income or if You show written proof of an applicable exemption, You are entirely liable for all sales, use, and other comparable taxes imposed by any governmental body with regard to sums payable to AGnimble  by You under these Terms.

Return Policy

All sales are final. We currently do not offer any return/refund/exchange for goods.

Strategic Partnership

We may also have Strategic partners which are businesses that offer services directly to AGnimble or to the AGnimble suppliers and buyers. Strategic alliances allow AGnimble to support both our buyer’s and seller’s operational needs.

Strategic partners are required to keep any information that AGnimble share with them about or buyers and supplier private and only use it for the sole purpose of conducting business transaction with those supplier and buyers on AGnimble.

Intellectual Property, Software, and Content

The intellectual property rights in all software and content (including photographic images) made available to you on or through this Website remains the property of AGnimble  or its licensors and are protected by copyright laws and treaties around the world. All such rights are reserved by AGnimble  and its licensors. You may store, print, and display the content supplied solely for your own personal use. You are not permitted to publish, manipulate, distribute or otherwise reproduce, in any format, any of the content or copies of the content supplied to you or which appears on this Website nor may you use any such content in connection with any business or commercial enterprise.

About Software in our Services

To use the Services or certain features of the Services, you might need to download software (such a mobile or desktop app), and the Services could let you access software hosted on our (or our vendors’) servers (collectively, “Software”). You acknowledge that the Software is still our property and that we are the only owners of all rights to it. When a new version or feature of some software becomes available, it may update automatically on your device, and you agree to this automatic upgrading.

You are granted a personal, universal, non-exclusive, transferable, and non-assignable license by AGnimble to use the Software in order to access the Services. This license’s only goal is to make it possible for You to utilize and profit from the Services that we provide in the ways that are allowed by these Terms. Other than where prohibited by law or with our express consent, you are not permitted to reverse engineer, distribute, sell, lease, copy, sell, or lease any portion of our Services or Software, or to copy, modify, distribute, sell, or lease any portion of our Services or Software.

Software that has been licensed to us by third parties may comprise software programs that have been licensed to us. Except in cases where the word “Software” is used in relation to our ownership, the term “Software” as used herein shall apply to this third-party software. Each third-party software program included in the Software is subject to the same terms and conditions, limits, and restrictions set out in these Terms. You accept and recognize that any components from third parties are the property of their relevant licensees. The functionality or accessibility of such third-party software is not guaranteed by us in any way. We and our licensors disclaim all responsibility for any removal or unavailability of such third-party software. Any communications to or from such licensors, as well as their gathering or use of information, are not our responsibility. You agree to the communications enabled and/or carried out by such third-party software, including the third-party software’s automatic update without additional notice. You acknowledge that the aforementioned third-party software licensors are the intended third-party beneficiaries of these Terms.

Claims Of Copyright Infringement

DMCA Notices

We ask our users to respect others’ intellectual property rights since AGnimble does. Users who breach the intellectual property rights of others may have their access suspended or their accounts terminated at AGnimble  ‘s sole discretion.

Please give the following details to AGnimble ‘s copyright agent if you think your work has been plagiarized on the company’s website in a way that violates your rights.

Contact AGnimble  :

You can send an email to [email protected]  or mail a letter to AGnimble, 45 Dan Road Suite 125
Canton, MA, 02021 U.S.A to contact the AGnimble   Copyright Agent for notice of claims of copyright infringement on or relating to this website (“Notifications”).

 Attn: AGnimble Legal Team

Submission of Notification:

For the Notification to be effective, it must contain the following:

  1. A physical or electronic signature of a person authorized to act on behalf of the owner of the allegedly infringed exclusive right (the “Complaining Party”);
  2. Identification of the copyrighted work allegedly infringed, or, if numerous copyrighted works at a single website are covered by a single report, a representative list of such works at the site;
  3. Identification of the infringing content or activity that is to be deleted or access to which is to be prevented, as well as information reasonably adequate to authorize AGnimble   to find the material;
  4. Information sufficiently sufficient to permit AGnimble   to contact the Complaining Party, such as the Complaining Party’s address, telephone number, and, if available, electronic mail address;
  5. A declaration that the Complaining Party has a good faith conviction that the content has not been permitted for use in the way in question by the copyright holder, its agent, or the law; and
  6. A statement under penalty of perjury that the information in the notification is accurate and that the Complaining Party is authorized to act on behalf of the owner of the allegedly infringed exclusive right.

Receipt of Notification:

Upon receipt of the written Notification including the above-described information:

  1. AGnimble shall delete or block access to the allegedly infringing material.
  2. AGnimble   will send a letter to the accused infringer (the “Alleged Infringer”);
  3. AGnimble shall take reasonable measures to swiftly inform the Alleged Infringer that the material has been withdrawn or that access has been disabled.

Counter Notification:

To counter an allegation of alleged infringement, an Alleged Infringer may submit a Counter Notification. For a Counter Notification to be effective, it must be a written statement sent to AGnimble  ‘s Copyright Agent that generally contains the following:

  1. A physical or digital signature of the Accused Infringer;
  2. Identification of the content that has been removed or to which access has been disabled, as well as the location of the content prior to its removal or disablement.
  3. A declaration under penalty of perjury stating the Alleged Infringer has a good faith belief that the content was deleted or disabled due to an error or a misidentification of the item to be removed or disabled;
  4. Name, address, and telephone number of the Alleged Infringer and a statement that the Alleged Infringer consents to the jurisdiction of Federal District Court for the judicial district in which the Alleged Infringer’s address is located, or if the Alleged Infringer’s address is located outside of the United States, for any judicial district in which AGnimble   may be found, and that the Alleged Infringer will accept service of process from the person who

Receipt of Counter Notification:

Upon receipt of a Counter Notification with the above-described information:

  1. AGnimble   shall promptly deliver a copy of the Counter Notification to the Complaining Party;
  2. Within ten (10) business days, AGnimble will notify the Complaining Party that it will restore the withdrawn content or discontinue blocking access to it.

AGnimble will replace the removed material or cease disabling access to the material within ten (10) to fourteen (14) business days following receipt of the Counter Notification, provided AGnimble’s Copyright Agent has not received notification from the Complaining Party that an action seeking a court order to restrain Alleged Infringer from engaging in infringing activity relating to the material on AGnimble’s network or system has been filed.

Content You Submit or Share

You are permitted to post, contribute, and distribute text, images, video, and other content to or through the Services (“Your Content”), provided that You comply with these Terms and all applicable laws and regulations. Any intellectual property rights that you may have in Your Content are still Yours. Simply said, what is yours remains yours.

When You upload, submit, or otherwise share Your Content to or through our Services, You grant us (and those we collaborate with) a royalty-free, worldwide license to use, host, store, reproduce, modify, create derivative works from, communicate with, publish, publicly perform, publicly display, and distribute Your Content. This license extends to any translations, adaptations, or other changes we make to make Your Content work better with our Services. The only use of the rights You grant in this license is for running, promoting, and enhancing our Services and creating new ones. Even after You cease using our services, this license remains in effect. Before submitting any content to our services, make sure you have the authority to grant us this license.

We reserve the right to publicly display Your profile details, postings, and activities on the Services or on third-party apps linked to Your account (such as reviews and comments you submit), including in advertisements and other commercial material. By sending us an email at [email protected], you can ask us to remove any of Your Content that you provide to the Services. If authorized by relevant legislation, we shall, to the degree within our power, remove Your Content from public view and mark it for future deletion; nevertheless, it may remain in backup or residual copies for a reasonable amount of time (but will not be available to other users through the Services). To be clear, once You publish or share Your Content with others via the platform (such as other users or third parties), we no longer have control over those elements of Your Content and are unable to either erase it or stop them from using it.

Our Warranties and Disclaimers

ONLY A MARKETPLACE PROVIDER, AGNIMBLE  ALLOWS CUSTOMERS AND BRANDS TO DIRECTLY ENGAGE IN PRODUCT BUYING AND SELLING TRANSACTIONS. AGNIMBLE  IS NOT A PRODUCT MANUFACTURER OR RESELLER. AGNIMBLE  SHALL NOT BE RESPONSIBLE FOR THE PRODUCTS IN ANY WAY. ADDITIONALLY, AGNIMBLE  IS NOT LIABLE FOR ANY DISPUTE BETWEEN A BUYER AND A BRAND.

NEITHER AGNIMBLE  NOR ITS LICENSORS, SUPPLIERS, ADVERTISERS, OR DISTRIBUTORS MAKE ANY SPECIFIC PROMISES ABOUT THE SERVICES EXCEPT AS EXPRESSLY SET OUT IN THESE TERMS. FOR INSTANCE, WE DON’T COMMIT TO ANYTHING RELATING TO THE SERVICES’ CONTENT, SPECIFIC FUNCTIONS, RELIABILITY, AVAILABILITY, OR ABILITY TO MEET YOUR NEEDS. ADDITIONALLY, WE DISCLAIM ANY WARRANTIES AND COMMITMENTS RELATING TO NON-INFRINGEMENT, FREEDOM FROM VIRUSES OR OTHER HARMFUL CODE, ERROR-FREE OR UNINTERRUPTED OPERATIONS, AND NON-INFRINGEMENT OF THIRD PARTIES RIGHTS. THE SERVICES ARE PROVIDED “AS-IS.”

CERTAIN WARRANTIES, SUCH AS THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, ARE PROVIDED FOR BY SOME JURISDICTIONS. WE DISCLAIM ALL WARRANTIES TO THE EXTENT PERMITTED BY LAW.

YOU AND YOUR HEIRS, SUCCESSORS, AND ASSIGNS HEREBY IRREVOCABLY RELEASE, DISCHARGE, AND HOLD HARMLESS US, OUR AFFILIATES, AND OUR AND THEIR OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS (COLLECTIVELY, “RELEASED PARTIES”) FROM ANY AND ALL LIABILITIES, CLAIMS, OBLIGATIONS, LAWSUITS, DEMANDS, ACTIONS, EXPENSES, AND DAMAGES OF ANY KIND (COLLECTIVELY, “LIABILITIES”) THAT YOU MAY HAVE AGAINST ANY RELEASED PARTY WHETHER EXISTING NOW OR IN THE FUTURE, WHETHER KNOWN OR UNKNOWN, ARISING OUT OF OR IN CONNECTION WITH YOUR OR A THIRD PARTY’S CONDUCT RELATED TO USE OF THE SERVICES. YOU AGREE TO WAIVE YOUR RIGHTS UNDER CALIFORNIA CIVIL CODE SECTION 1542 AND UNDERSTAND THAT THE ABOVE SENTENCE RELEASES AND DISCHARGES ALL LIABILITIES, WHETHER OR NOT THEY ARE CURRENTLY KNOWN TO YOU. A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR. YOU UNDERSTAND THE MEANING OF CALIFORNIA CIVIL CODE AND YOU AGREE TO TAKE ALL RISKS RELATED TO UNKNOWN CLAIMS BY ACCEPTING THESE TERMS AND THIS WAIVER.

Disclaimer of Liability

The material displayed on this Website is provided without any guarantees, conditions or warranties as to its accuracy. Unless expressly stated to the contrary to the fullest extent permitted by law AGnimble and its suppliers, content providers and advertisers hereby expressly exclude all conditions, warranties, and other terms which might otherwise be implied by statute, common law, or the law of equity and shall not be liable for any damages whatsoever, including but without limitation to any direct, indirect, special, consequential, punitive or incidental damages, or damages for loss of use, profits, data or other intangibles, damage to goodwill or reputation, or the cost of procurement of substitute goods and services, arising out of or related to the use, inability to use, performance or failures of this Website or the Linked Sites and any materials posted thereon, irrespective of whether such damages were foreseeable or arise in contract, tort, equity, restitution, by statute, at common law or otherwise.

Linking to this Website

You may link to our home page, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists. You must not establish a link from any website that is not owned by you. This Website must not be framed on any other site, nor may you create a link to any part of this Website other than the home page. We reserve the right to withdraw linking permission without notice.

Disclaimer as to ownership of trademarks, images of personalities, and third party copyright

Except where expressly stated to the contrary all persons (including their names and images), third party trademarks and content, services, and/or locations featured on this Website are in no way associated, linked or affiliated with AGnimble and you should not rely on the existence of such a connection or affiliation. Any trade marks/names featured on this Website are owned by the respective trade mark owners. Where a trade mark or brand name is referred to it is used solely to describe or identify the products and services and is in no way an assertion that such products or services are endorsed by or connected to AGnimble.

Indemnity

You agree to indemnify, defend and hold harmless AGnimble  , its directors, officers, employees, consultants, agents, and affiliates, from any and all third party claims, liability, damages and/or costs (including, but not limited to, legal fees) arising from your use this Website or your breach of the Terms of Service.

Modification/Termination

AGnimble reserves the right, at its sole discretion, to modify/terminate the Services or to modify these Terms, including the Service Fees, at any time and without prior notice. If we modify these Terms, we will post the modification on the Services or provide you with notice of the modification. We will also update the “Last Updated Date” at the top of these Terms. By continuing to access or use the Services after we have posted a modification on the Services or have provided you with notice of a modification, you are indicating that you agree to be bound by the modified Terms. If the modified Terms are not acceptable to you, your only recourse is to cease using the Services.

Invalidity

If any part of the Terms of Service is unenforceable (including any provision in which we exclude our liability to you) the enforceability of any other part of the Terms of Service will not be affected all other clauses remaining in full force and effect. So far as possible where any clause/sub-clause or part of a clause/sub-clause can be severed to render the remaining part valid, the clause shall be interpreted accordingly. Alternatively, you agree that the clause shall be rectified and interpreted in such a way that closely resembles the original meaning of the clause /sub-clause as is permitted by law.

Complaints

We operate a complaint handling procedure which we will use to try to resolve disputes when they first arise; please let us know if you have any complaints or comments by emailing us at hello @agnimble.com.

Waiver

If you breach these conditions and we take no action, we will still be entitled to use our rights and remedies in any other situation where you breach these conditions.

Third-Party Terms

If you download our mobile app from the Apple App Store or Google Play, respectively, or from any other third-party platform, developer or distributor end-user license agreement and/or terms and conditions by which You agree to be bound when using our mobile app or otherwise accessing the, You agree that in addition to these Terms, Your use of our mobile app is subject to the usage guidelines outlined in those terms of service.

Without limiting the scope of the aforementioned, You and AGnimble recognize and concur to the following if You downloaded our mobile app from Apple: This contract is made exclusively between You and AGnimble ; it does not include Apple Inc. (“Apple”). Only Apple hardware components are compatible with the mobile app that was obtained from Apple. The app’s content is exclusively the responsibility of AGnimble, not Apple. Apple is under no obligation to provide any maintenance or support services for the app. To the fullest extent permitted by applicable law, Apple shall have no warranty obligation with respect to the app, and AGnimble  will be solely responsible for any claims, losses, obligations, damages, costs, or expenditures related to any failure to satisfy any warranty. Any disputes you or any third party may have regarding the app, your ownership, and/or use of the app, including but not limited to: (i) claims for product liability; (ii) any assertion that a legal or regulatory requirement is broken by the application; (iii) complaints based on consumer protection or related laws are subject to resolution by AGnimble, not Apple. The investigation, defense, settlement, and discharge of any such intellectual property infringement claim will not be Apple’s responsibility in the event that a third party asserts that the app, or Your ownership and use of the app, violates that third party’s intellectual property rights. You pledge and guarantee that (i) You are not situated in a nation that the United States of America has embargoed or that it has classified as “supporting terrorists”; and (ii) There is no list of forbidden or restricted parties maintained by the US government that includes you. As a third-party beneficiary of this agreement, Apple and Apple’s subsidiaries will have the right (and will be assumed to have accepted the right) to enforce the agreement against You after You accept the terms and conditions of the agreement.

Binding Arbitration

Individual arbitration shall be used to resolve any and all Disputes (as described below) involving You and AGnimble . There is no judge or jury in arbitration, and there is less discovery and appellate review than there would be in court. The “Arbitration Provision” in this Section is to be read widely. Any action taken by either party to prevent the violation or abuse of its intellectual property rights, including copyright, trademark, patent, or trade secret rights, is not covered by this Section, despite anything to the contrary in these Terms.

Any claim or dispute pertaining to the Services or the Software is referred to as a “Dispute,” including but not restricted to any and all of the following: (1) Suits and theories of liability, whether founded in statute, regulation, ordinance, contract, tort, fraud, negligence, or any other legal theory; (2) claims that surfaced prior to these Terms or any prior agreement; (3) claims that surface following the expiration or termination of these Terms; and (4) claims that are currently the focus of purported class action litigation in which You are not a member of a certified class. The terms “You” and “AGnimble ” refer to you and any users or beneficiaries of your access to the Services or the Software, respectively, as well as any predecessors, successors, assigns, parents, subsidiaries, and affiliated companies, as well as each of their officers, directors, employees, and agents, as used in this Arbitration Provision.

By going to its website (www.jamsadr.com) or phoning its toll-free number, JAMS, previously Judicial Arbitration and Mediation Services, Inc. (“JAMS”), allows parties to arbitrate disputes (1-800-352-5267). Any needed or requested notification may be mailed to AGnimble at 45 Dan Road, Suite 125, Canton, Massachusetts, 02021 U.S.A.

In spite of anything to the contrary in this Arbitration Provision, either You or AGnimble may file a single lawsuit in a small claims court in the region where You access the Services if the claim is not combined with any other claim and the amount in dispute is lawfully within the small claims court’s jurisdiction.

The Federal Arbitration Act shall apply to this arbitration provision. The Comprehensive Arbitration Rules and Procedures (the “JAMS Rules”) of JAMS, as amended by the version of this Arbitration Provision in force at the time You inform AGnimble of Your Dispute, shall govern all arbitrations. By visiting its website (www.jamsadr.com) or dialing its toll-free number, JAMS offers the JAMS Rules (1-800-352-5267). This Arbitration Provision shall take precedence over the remaining provisions of these Terms in the event of a disagreement. This Arbitration Provision shall take precedence over the JAMS rules in the event of a disagreement. The parties must decide on a different arbitration body if JAMS is unable to manage a hearing under this arbitration provision as drafted. If the parties are unable to come to an agreement, they must jointly petition a court with the relevant authority to choose an arbitration body that will handle the arbitration under the terms of this Arbitration Provision using JAMS Rules.

The Dispute shall be arbitrated by one arbitrator. Any arbitration hearing will take place in Boston Massachusetts unless You and AGnimble agree otherwise. The arbitrator shall respect legal privilege claims and take appropriate precautions to safeguard customer account information and other personal or proprietary data. The arbitrator shall render a written ruling, supported by reasons, setting forth the major findings and conclusions. Only if it is required for the arbitrator’s award to be enforced may the arbitrator’s decision be entered in any court with jurisdiction over the parties. Any court may not enter an arbitrator’s award that has been completely fulfilled.

THERE SHALL BE NO RIGHT OR AUTHORITY FOR ANY ACTIONS TO BE BROUGHT IN A PURPORTED REPRESENTATIVE CAPACITY ON BEHALF OF THE GENERAL PUBLIC (SUCH AS A PRIVATE ATTORNEY GENERAL), OTHER SUBSCRIBERS OR USERS, OR OTHER PERSONS, OR ON A CLASS ACTION, JOINT OR CONSOLIDATED BASIS, OR ON BASES IN ONLY THE PARTY SEEKING RELIEF MAY RECEIVE RELIEF, AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF WARRANTED BY THAT PARTY’S CLAIM, MAY BE AWARDED BY THE ARBITRATOR. THE ARBITRATOR IS NOT PERMITTED TO COMBINE THE CLAIMS OF MORE THAN ONE PERSON, AND THEY ARE ALSO NOT PERMITTED TO PRESIDE OVER ANY KIND OF REPRESENTATIVE OR CLASS ACTION.

The payment of the JAMS fees and charges shall be determined by the JAMS Rules if Your claim seeks more than $75,000 overall. The payment of the JAMS fees and charges will be AGnimble ‘s responsibility if Your claims total less than $75,000. However, the payment of the JAMS’s fees and costs shall be governed by the JAMS Rules and You shall reimburse AGnimble  for all fees and costs that were Your obligation to pay under the JAMS Rules if the arbitrator determines that Your Dispute was frivolous or brought for an improper purpose (as determined by the standards set forth in Federal Rule of Civil Procedure 11(b)). To represent you in arbitration, you can employ an attorney. You are liable for Your legal costs and other expenses, and if the arbitration is in your favor, you may only collect those expenses to the same degree as you could in court. Despite anything to the contrary in this Arbitration Provision, AGnimble will pay any fees and charges that are mandated by law.

YOU AND AGNIMBLE  AGREE TO WAIVE THE RIGHT TO A TRIAL BY JURY TO THE FULLEST EXTENT PERMITTED BY LAW, WHETHER IN COURT OR IN ARBITRATION. If any other provision of this arbitration provision is determined to be invalid or unenforceable, that provision will be severed from the rest of the provision, which will continue in full force and effect.

The termination or expiry of these Terms will not affect this arbitration clause.

Governing Law/Jurisdiction

The laws of the State of Massachusetts shall govern the interpretation and application of these terms and conditions as well as the transactions contemplated hereunder. Only Massachusetts courts shall be used for any legal or equitable actions taken in connection with or resulting from these Terms.

Entire Agreement

The above Terms of Service constitute the entire agreement of the parties and supersede any and all preceding and contemporaneous agreements between you and AGnimble  . Any waiver of any provision of the Terms of Service will be effective only if in writing and signed by a Director of AGnimble  .

CONTACT US

If you have questions or comments about this Terms and Conditions, please contact us at:

AGNIMBLE  LLC

45 Dan Road Suite 125

Canton, MA, 02021 U.S.A

+1 (877) 246-9316

[email protected]