Terms of Service

1. Who we are and what these Terms cover

These Terms of Service ("Terms") are a binding contract between you and Devtech, LLC, an Ohio limited liability company doing business as Agency Pilot ("Agency Pilot", "we", "us" or "our"). They govern your access to and use of the Agency Pilot platform, including the web application at app.agencypilot.io, the LeadPulse mobile apps, the client portal, onboarding links, the tracking script and embeddable forms, public share links and reports, the API, our connector for AI apps, our websites, and all related features, content, documentation and support (together, the "Service").

The following documents form part of these Terms and are incorporated by reference:

• the Software License Agreement, which sets out your licence to the software and its restrictions;
• the Acceptable Use Policy;
• the Billing & Refund Policy;
• the Privacy Policy, the Cookie Policy and the Website Visitor Notice; and
• where we process personal data on your behalf, the Data Processing Addendum ("DPA").

If these documents conflict, the following order applies, from highest to lowest: a signed order form or written agreement with us that expressly overrides these Terms; the DPA, for the processing of personal data; the Software License Agreement, for the scope of your licence and its restrictions; these Terms; and then the other policies.

2. How you accept these Terms

By signing up for an account, logging in, and/or using the Service in any way, you confirm that you have read, understood and agree to be bound by these Terms and every document they incorporate. The same applies when you install or open the LeadPulse app, install the tracking script, open or complete an onboarding link, accept an invitation, connect an AI app, or call the API. Each time you log in or use the Service you reaffirm your agreement to the version of these Terms then in effect. If you do not agree, do not sign up, log in or use the Service.

If you accept on behalf of an agency, company or other organisation, you represent that you have authority to bind it, and "you" means that organisation and you personally as its user. If you do not have that authority, you accept these Terms personally. Your electronic acceptance has the same effect as a handwritten signature.

These Terms take effect on 26 September 2026. If you had an account before that date, they apply to you from the first time you log in to or use the Service after that date, or 30 days after we notify you of them, whichever comes first.

3. Definitions

• Agency or Customer: the business that holds an Agency Pilot account and pays for it.
• Client: a business the Agency manages, reports on or serves through the Service.
• Client User: a person given a login to a Client's portal or the LeadPulse app.
• Team Member: a person the Agency invites to its workspace.
• User or you: anyone who signs up for, logs in to or uses the Service, including Agencies, Team Members and Client Users.
• Customer Data: data that you or your Users submit to the Service, or cause the Service to collect or receive, including Client records, leads, sales, messages, call recordings, documents, Connected Account data and Website Data.
• Connected Account: a third-party account (for example a Google, Meta, LinkedIn, TikTok or Snapchat account, an e-commerce or website platform, a CRM, a mailbox, or a telephony or messaging account) connected to the Service.
• Authorized Site: a website that you or your Client own or are authorised to modify, and on which you install the tracking script or our forms.
• Website Data: data the tracking script collects on Authorized Sites, including visits, sources, device and network information, form submissions, fraud signals, heatmap data, page snapshots and, if enabled, session recordings.
• Credits: prepaid units that pay for usage-based features such as geo grid scans, rank tracking, SEO audits, reports and research.
• Output: reports, scans, audits, scores, estimates, AI-generated text and other results the Service produces for you.

4. Eligibility and business use

• You must be at least 18 years old and able to form a binding contract.
• The Service is for business use only. It is not offered for personal, family or household purposes, and you confirm you are using it in the course of a business.
• You may not use the Service if you are located in, or ordinarily resident in, a country or region subject to comprehensive US sanctions, or if you are on a US government list of prohibited or restricted parties.
• You may not access the Service if you are a direct competitor of Agency Pilot, or on behalf of one, except with our prior written consent. Each agency may have one free trial; creating additional accounts to obtain more trials or Credits is prohibited.
• We may refuse any sign-up, and may ask for information to verify your identity or business.

5. Accounts, users and security

You must give accurate, complete information when you sign up and keep it current. You are responsible for every activity under your account and your Users' logins, whether or not you authorised it, and for your Users' compliance with these Terms.

Your workspace has owner, admin, member and viewer roles, per-member permissions and separate, limited logins for Client Users. You decide who receives which role and what they can see. Credentials are personal and may not be shared. You must use two-factor authentication for anyone who can reach Client data, remove access promptly when someone leaves, and tell us immediately at [email protected] if you suspect unauthorised access. We are not liable for losses caused by unauthorised use of your credentials.

6. Agencies, clients and client users

The Service is built for agencies that serve other businesses. Your relationship with each Client, including your fees, your deliverables and your promises, is between you and that Client. We are not a party to it and do not act for your Clients.

• Your authority. You represent that you have your Client's authority for everything you do for it in the Service. This includes connecting its accounts, installing the tracking script on its websites, recording sessions, sending messages in its name, and uploading its customer data to ad platforms.
• Passing obligations on. You must pass the obligations in section 8 on to your Clients in writing and make sure they understand what the Service does on their websites and accounts.
• Client Users. Client Users are bound by these Terms when they log in or use the portal or the LeadPulse app. You are responsible for which Client Users you invite, what you share with them and how they use the Service.
• Client-owned portals. A Client may own its portal and choose which agencies are connected to it. If it disconnects your agency, your access to that portal's data may end.
• Reselling your services. You may charge your Clients for your own services that you deliver using the Service. That includes reports, click-fraud protection and monitoring, and you may set your own prices for them. You may not resell, sublicense, rent or give access to the software itself outside the seats and Client User logins your plan provides, or present the software as your own product, unless we agree in writing.

7. Plans, trials, credits and payment

The Billing & Refund Policy and the pricing page give the details. In summary:

• Trial. New agencies may start a 14-day trial with 300 Credits. A payment card is required to start. Unless you cancel before the trial ends, your selected plan begins automatically and your card is charged.
• Automatic renewal. Plans and add-ons are billed in advance, monthly or annually, and renew automatically for the same period at the then-current price until you cancel. You can cancel at any time in the Billing page. Cancellation takes effect at the end of the current paid period.
• Payment authorisation. You authorise us and our payment processor to charge your payment method for the following, plus applicable taxes, without further approval:
  • all recurring fees;
  • prorated charges for upgrades and added clients or seats;
  • Credit top-ups you buy; and
  • if you turn it on, automatic top-ups whenever your balance falls below the threshold you set.
• Credits. The Service shows an action's Credit cost before it runs, and running it spends the Credits whatever the result. Credits that fail because of our systems are returned. Credits have no cash value, are not property, cannot be transferred or redeemed for money, and end when your account closes. Plan Credits expire at the end of each billing month unless your plan includes rollover, as the Billing & Refund Policy describes. Top-up Credits last while your account is open.
• Taxes. Fees exclude sales, use, value-added and similar taxes. You pay them, other than taxes on our income.
• Price changes. We may change prices, plan limits or Credit costs. Changes to recurring prices take effect at your next renewal after at least 30 days' notice. Credit costs shown before an action are the costs that apply to it.
• Founding-agency offer. Where we accept you into the founding offer (40% off, for life, in exchange for a feedback call and a case study), the discount applies to the subscription fees named when you accept it, for as long as that subscription stays continuously active and in good standing. You must complete the feedback call and case study within 90 days after we ask. You also agree that we may publish the case study with your agency's name and logo. The discount ends permanently if you cancel, if your account is closed for non-payment, or if you do not complete the feedback call and case study.
• Non-payment. If a payment fails, we may retry it, limit your account to read-only access and, after the period stated in the Billing & Refund Policy, suspend or close the account. Overdue amounts remain owed. Filing a chargeback for fees that are properly due is a breach of these Terms.
• Refunds. Fees and Credits are non-refundable except as the Billing & Refund Policy states or the law requires.

8. Your responsibility to comply with the law

8.1 What you agree to do

• Identify and comply with all laws, regulations, court decisions, regulator guidance and industry codes that apply to your use of the Service.
• Give every notice and obtain every consent the law requires before you or the Service collects, records, monitors, intercepts or shares anyone's information or communications, and keep records that show you did.
• Configure the Service lawfully. This includes the consent banner, masking settings, retention periods, recording settings and messaging settings.
• Make sure your Clients' websites carry accurate privacy notices and, where required, cookie and recording consent tools.
• Stop any activity, and disable any feature, as soon as you learn it may be unlawful in a place where you use it.
• Get advice from your own lawyer about your obligations. Nothing in the Service, our documentation, our support or our marketing is legal advice.

8.2 Laws that commonly apply

The table below gives examples of laws that may apply to common features. It is illustrative, not complete, and the law changes. Other laws may apply to you, and laws outside the United States may impose stricter rules.

8.3 Our safeguards are not a guarantee

The Service includes features that help you comply. For example, session recording is off by default, password and card fields are always masked, typed text is hidden by default, a consent banner is available, and Global Privacy Control signals are honoured. These features are aids, not a guarantee of compliance. Whether they are enough for your use depends on the facts and the law where you operate. That judgement, and the legal risk that comes with it, is yours.

8.4 Regulated and sensitive uses

Unless we have agreed in writing, you may not use the Service to collect or process protected health information or other health data, data about children under 13 (or under 16 where that is the relevant age), government identification numbers, financial account or payment-card data, biometric data, or precise geolocation data. We do not sign business associate agreements. You alone are responsible for any use the Service is not designed for.

9. Onboarding links and client account access

Onboarding links let your Clients connect their accounts and grant your agency access to them. You may request only the access your work requires, and only from people who control the account or are authorised to share it.

• The access your agency receives, such as a user on Google Analytics, an invitation to Google Ads or partner access on a Meta asset, is granted by your Client inside the third-party platform.
• That access is a matter between you, your Client and the platform. It continues or ends under that platform's rules, whether or not you keep using the Service.
• You must stop using any access as soon as your Client withdraws permission. We are not responsible for what anyone does with access granted through a link.

10. Connected platforms and third-party services

The Service works with platforms that you and your Clients choose and contract with directly. These include Google (such as Google Ads, Analytics, Search Console, Business Profile, Tag Manager and Merchant Center), Meta (Facebook and Instagram), LinkedIn, TikTok and Snapchat. They also include e-commerce and website platforms, CRMs, mailboxes, and telephony and messaging accounts.

Your use of each platform, and of the data the Service receives from it or sends to it, must comply with that platform's terms, policies and developer or advertising terms. Examples include:

• the Google API Services User Data Policy and Google Ads policies;
• Meta's Platform Terms and Business Tools Terms;
• the LinkedIn API Terms of Use;
• the TikTok Business Products (Data) Terms; and
• the Snap Business Tools Terms.

Third-party platforms are not under our control. They may change, limit or withdraw their APIs or access at any time, and that may change what the Service can do. We are not responsible for third-party platforms, their availability or their data. Any dispute you have with a platform is between you and that platform. Either you or your Client may disconnect a Connected Account at any time.

Google Maps. The Service includes Google Maps features and content. Use of Google Maps features and content is subject to the then-current versions of the Google Maps/Google Earth Additional Terms of Service and the Google Privacy Policy. If you do not comply with those terms, we may suspend your use of Google Maps features.

Our service providers. We use carefully selected third-party providers to run parts of the Service. They cover hosting and storage, content delivery and network security, payments, email and message delivery, maps and search data, IP intelligence, and AI models. We do not publish their names for security reasons. The categories and where they process data are on our Subprocessors page, and customers can request the current list under confidentiality. We are responsible for our providers' performance to the extent these Terms and the DPA say so.

11. Tracking script, heatmaps and session recording

Section 8 applies in full to this feature. You may install the tracking script and our forms only on Authorized Sites. You may not modify the script, or place it on pages or sites directed at children or listed in section 8.4.

• What the script collects. The script collects Website Data to attribute leads, detect fraud, draw heatmaps, capture page snapshots, monitor uptime and, if you enable it, record sessions.
• Session recording is off by default and is turned on per Client. Password and payment-card fields are always masked, and pages that contain them are not recorded. Showing typed form text in recordings, and separately showing sensitive fields, are settings that you or your Client control. You are solely responsible for any decision to turn those settings on and for having the consents and lawful basis to do so.
• The consent banner is a tool you configure. Whether and how to use it, and whether it meets the law where your Client's visitors are, is your decision.
• Retention. Website Data is kept for the periods in the Privacy Policy. Session recordings are deleted when their retention period ends, and 7 days after your paid period ends.
• When your subscription ends, you must remove the script and our forms from every Authorized Site. We may stop the script from collecting data once your subscription ends.

12. Click-fraud protection

Fraud scores, signals, suggestions and lead checks are statistical indicators, not findings of fact. You decide which IP addresses to block and which leads to mark as fake.

• If you turn on IP exclusions, the Service adds your blocked addresses to your Client's ad campaigns, within each platform's limits.
• Blocking can also exclude genuine customers who share a network or device characteristics with the blocked traffic.
• We do not guarantee that any click, visit or lead is or is not fraudulent, that all invalid traffic will be detected, or that any ad platform will issue credits or refunds.

To detect fraud that moves between businesses, we combine signals from all customers in a shared network. Identifiers such as IP addresses, device fingerprints, emails and phone numbers are stored as salted, one-way hashes, and no customer can see another customer's visitors or leads. You grant us a perpetual right to use Website Data, and your fake-lead and real-customer labels, in that de-identified form to operate and improve fraud detection for all customers. That right continues after your account ends.

13. Messaging, calling and email

When you send texts, place or record calls, or send email through the Service, you are the sender of record and the party responsible for the communication. That is true whether it goes through an account you connect or through a number or sending service we provide.

• You must hold every consent the law requires, and meet carrier registration requirements.
• You must process opt-outs promptly, and keep the records the law requires.
• Charges from telephony, messaging and email providers are your responsibility.
• We may block, delay or refuse messages, or suspend messaging, when we reasonably believe they break the law, carrier rules or these Terms.

14. Search data, audits and reports

Geo grid scans, rank tracking, audits, AI visibility checks, competitor analyses and other research use third-party search, maps, keyword, backlink and review data.

• Accuracy. Results show what those sources returned at a moment in time. They vary with location, device, personalisation and algorithm changes, and may be incomplete or wrong.
• Estimates. Figures such as missed revenue, traffic value, scores and grades are modelled estimates, not facts or promises.
• Public information about other businesses. Competitor analysis collects public information about other businesses. You may use it only for lawful analysis and marketing, and not to harass, defame or interfere with anyone.
• Share links. A report shared by link can be opened by anyone who has the link, until you disable it.
• Reports you send. You are responsible for the reports and claims you send to Clients and prospects.

15. AI features and AI app connections

AI features. Some features use third-party AI models. Examples are keyword suggestions, report narratives, geo grid analyses, competitor analyses and roadmaps. AI output is generated automatically, can be inaccurate, incomplete or out of date, and is not professional, legal or financial advice.

• You must review Output before relying on it, publishing it or sending it to anyone.
• We do not guarantee that following any recommendation will improve rankings, leads or revenue.
• We do not use your Customer Data to train general-purpose AI models.

AI app connections. You may connect a supported AI app (for example an AI assistant or code editor) to your account through our connector. Once connected, the AI app can read the data your own login can see, subject to the limits described in the Software License Agreement. When you ask the AI app a question, the data it reads is sent to that app's provider and is handled under that provider's terms and privacy policy, not ours.

• You are responsible for choosing the app, for what you ask it to retrieve, and for what it does with the data.
• You are responsible for making sure that sharing Client data with it is permitted.
• You can disconnect an AI app at any time in Settings.

16. Your data

As between you and us, you keep all rights in Customer Data. You grant us a worldwide, non-exclusive, royalty-free licence to host, copy, transmit, process, analyse and display Customer Data only as needed to:

• provide, secure and support the Service;
• prevent fraud and abuse;
• comply with law; and
• do what these Terms describe.

You represent that you have all rights, consents and permissions needed for us to do so. We do not sell Customer Data.

We may create aggregated or de-identified data from use of the Service, such as benchmarks and usage statistics, provided it does not identify you, your Clients or any individual. We may use it for any lawful purpose, including after your account ends.

You are responsible for the accuracy and legality of Customer Data and for keeping your own copies of anything you need. You can export Customer Data while your account is active. What happens to it when your account ends is in section 23.

17. Privacy and data protection

Our Privacy Policy explains the personal data we handle as a controller. For personal data in Customer Data, you (or your Client) are the controller and we are your processor or service provider under the DPA, which applies automatically when you accept these Terms. You are responsible for your instructions to us being lawful.

18. Acceptable use

You must follow the Acceptable Use Policy and the restrictions in the Software License Agreement. Without limiting them, you may not use the Service to:

• break any law or anyone else's rights;
• access accounts or data you are not authorised to access;
• send spam, or make calls or texts without the consent the law requires;
• record or monitor people unlawfully;
• scrape or reverse engineer the Service;
• get around Credit charges, plan limits or security controls;
• build a competing product; or
• harm anyone.

19. Intellectual property, feedback and publicity

We and our licensors own the Service and all intellectual property in it. That includes the software, designs, templates, report formats, scoring methods, documentation and our trademarks. Your rights to use the Service come only from the Software License Agreement and these Terms. All rights not expressly granted are reserved.

If you send us feedback, ideas or suggestions, you grant us a perpetual, irrevocable, worldwide, royalty-free licence to use them for any purpose without obligation to you.

Customer reference. We may name your agency, and show your logo, as a customer on our website and in marketing materials. To opt out, email us.

20. Confidentiality

Each party will protect the other's non-public information that it receives through the Service or these Terms with at least reasonable care. It will use that information only to perform under these Terms, and disclose it only to personnel and advisers who need to know it and are bound to keep it confidential, or where the law requires (with notice where lawful).

This does not apply to information that is or becomes public through no fault of the recipient, that the recipient already had or independently developed, or that it lawfully received from someone else without a duty of confidentiality.

21. Availability, support and changes

We work to keep the Service available and secure, but we do not promise it will be uninterrupted, timely or error-free. Maintenance, third-party outages, platform changes and events outside our control can cause downtime or data delays.

• Support is provided by email during our normal business hours. Response times are not guaranteed unless your plan says otherwise.
• We may add, change or remove features. If we remove a material paid feature you rely on, we will give reasonable notice where we can.
• Features labelled beta, preview or early access are provided as-is. They may change or be withdrawn at any time.

22. Suspension

We may suspend all or part of your access, including messaging, recording, the tracking script or a Connected Account, if we reasonably believe that:

• you have breached these Terms or the Acceptable Use Policy;
• your use is unlawful, or creates a security, legal or reputational risk to us, other customers or third parties;
• payment is overdue; or
• a platform, carrier, regulator or court requires it.

We will give notice where it is reasonable and lawful to do so, and restore access once the issue is resolved. Fees continue to accrue during a suspension caused by you.

23. Term, cancellation and termination

These Terms apply from when you first accept them until your account is closed. You may cancel your subscription at any time from the Billing page; it runs to the end of the paid period. We may terminate these Terms, or your account, on 30 days' notice for any reason. We may terminate immediately if you materially breach these Terms, fail to pay after notice, or if continuing would expose us to legal liability.

When your account ends:

• your licence and access end, and you must remove the tracking script and uninstall the apps;
• stored Connected Account tokens are deleted;
• session recordings are deleted 7 days after your paid period ends; and
• other Customer Data becomes read-only for 90 days, is then archived (no longer updated or accessible) until one year after your account ends, and is then permanently deleted. We notify you and your connected Clients before each step. We keep data longer only where we must for legal, tax or security reasons, and de-identified data is handled as described in sections 12 and 16.

Access your agency received inside third-party platforms is not affected. Amounts owed, and sections that by their nature should survive, survive termination. Sections 7 (as to amounts owed), 8, 12, 16, 19, 20 and 24 to 32 survive.

24. Disclaimers

To the fullest extent permitted by law, the Service, all Output and all third-party data are provided "as is" and "as available", with all faults and without warranty of any kind. We expressly disclaim all warranties, whether express, implied or statutory, including warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy and quiet enjoyment, and any warranty arising from course of dealing or usage of trade. We do not warrant that the Service will meet your requirements, that it will be uninterrupted, secure or error-free, that any data or Output will be accurate or complete, or that your use of the Service will comply with any law. We make no promise of any ranking, traffic, lead, revenue, refund or other business outcome.

25. Limitation of liability

To the fullest extent permitted by law: (a) neither party will be liable for any indirect, incidental, special, consequential, exemplary or punitive damages, or for lost profits, revenue, business, goodwill or data, or the cost of substitute services, however caused and under any theory of liability, even if advised of the possibility; and (b) our total liability arising out of or relating to these Terms and the Service will not exceed the greater of the amounts you paid us for the Service in the 12 months before the event giving rise to the claim, and one hundred US dollars (US$100).

These limits do not apply to your payment obligations, your indemnification obligations, your breach of section 8 or of the Software License Agreement's restrictions, or liability that cannot lawfully be limited. They are an essential basis of the bargain between us and apply even if a limited remedy fails of its essential purpose.

26. Indemnification

You will defend, indemnify and hold harmless Devtech, LLC, its members, managers, officers, employees, agents, licensors and service providers from and against every claim, demand, investigation, fine, penalty, loss, liability, damage, judgment, settlement, cost and expense (including reasonable attorneys' fees) arising out of or relating to:

• Customer Data, or your instructions to us;
• your or your Clients' use of the tracking script, session recording, typed-text capture, heatmaps, call recording, messaging, email or IP exclusions;
• any failure to give a notice or obtain a consent required by law;
• your use of Connected Accounts, onboarding links, AI apps or the API;
• your relationship with your Clients, or your Clients' or Client Users' use of the Service; or
• your breach of these Terms or of any law or third-party right.

We will notify you of a claim we want you to defend, and let you control the defence and settlement. You may not settle a claim in a way that imposes any obligation or admission on us without our written consent. We may take part in the defence with our own counsel at our own cost.

27. Disputes, arbitration and class waiver

Please read this section carefully. Before bringing any claim, you must send us a Notice of Dispute by certified mail and wait 30 days after delivery. Any claim the Medina Municipal Court cannot hear must then be resolved by individual binding arbitration before JAMS, not in court. This section also waives class actions and jury trials.

27.1 Written notice by certified mail before any claim

You may not start any lawsuit, small-claims case or arbitration against us, in any forum, until you have (a) sent us a written Notice of Dispute by certified mail and (b) allowed 30 days after its delivery for us to respond. This is a condition precedent to every claim you bring, including claims under sections 27.2 and 27.7.

• How to send it. Send the Notice of Dispute by United States Postal Service Certified Mail, return receipt requested, to Devtech, LLC, Attn: Legal, 3416 Erhart Road, Litchfield, Ohio 44253. Email, text, support tickets, in-app messages and other delivery methods do not satisfy this section.
• What it must include.
  • your name, your agency's name and your account email;
  • a description of the claim and the facts it rests on;
  • the specific resolution you want, including any amount of money and how you calculated it; and
  • your signature.
  A notice that leaves out any of these is not a Notice of Dispute.
• Our response period. We have 30 days after delivery, as shown by the Postal Service's delivery record, to respond. We may respond by mail or by email to your account address. During that period the parties will try in good faith to resolve the dispute.
• Filing early. Any case or arbitration started before the 30 days have run, or without a compliant Notice of Dispute, must be dismissed or stayed until this section has been complied with. The party that started it bears the costs caused by doing so.
• Tolling. The time limit in section 27.6 is paused from delivery of a compliant Notice of Dispute until the 30 days have run.
• Our claims against you. Before we start a proceeding against you, we will send written notice of our claim and the resolution we want to your account email, and allow 30 days for you to respond. This does not apply to emergency relief under section 27.7.

27.2 Claims within the municipal court's jurisdiction

Either party may bring an individual claim in the Medina Municipal Court, including its small claims division, if the claim is within that court's jurisdiction. That jurisdiction is set by Ohio Rev. Code §§ 1901.17 and 1901.18 and Chapter 1925; at the date of these Terms it covers claims of no more than $15,000. Once filed, such a claim stays in that court and is not subject to arbitration.

27.3 Everything else goes to arbitration

Except as section 27.7 provides, every dispute, claim or controversy that is not within the jurisdiction of the Medina Municipal Court will be resolved by final and binding arbitration. This includes:

• any claim arising out of or relating to these Terms, the Software License Agreement or the Service;
• any claim about their formation, existence, validity, interpretation, performance, breach or termination; and
• any claim or counterclaim in a municipal court case that exceeds that court's jurisdiction. Such a claim must be brought in arbitration instead of being certified to another court.

This applies whether the claim is in contract, tort, statute or otherwise. This agreement to arbitrate is governed by the Federal Arbitration Act, 9 U.S.C. § 1 et seq., and, to the extent not inconsistent with it, Ohio Rev. Code Chapter 2711.

27.4 Rules, place and arbitrator

• Administrator and rules. The arbitration will be administered by JAMS under the JAMS Streamlined Arbitration Rules & Procedures where no disputed claim or counterclaim exceeds $250,000, not counting interest or attorneys' fees. In all other cases it will follow the JAMS Comprehensive Arbitration Rules & Procedures. In each case, the version in effect when the demand is filed applies.
• Arbitrator. A single neutral arbitrator will hear the case. If JAMS is unable or unwilling to act, the parties will agree on another administrator. If they cannot agree, a court will appoint an arbitrator under 9 U.S.C. § 5.
• Place. The seat of arbitration is Medina County, Ohio. Hearings may be held by video conference, or decided on written submissions, where the arbitrator agrees.
• Scope. The arbitrator decides all questions of arbitrability, scope and enforceability. A court decides two questions only: whether a claim is within the Medina Municipal Court's jurisdiction under section 27.2, and whether section 27.5 is enforceable.
• Remedies. The arbitrator may award any individual relief a court could award, and must follow these Terms and applicable law.
• Judgment. Judgment on the award may be entered in any court with jurisdiction.
• Costs. JAMS's filing, administrative and arbitrator fees are paid as its rules provide. Each party bears its own attorneys' fees and costs, unless the arbitrator finds a claim or defence frivolous or brought for an improper purpose, or the law requires otherwise.

27.5 Class action and jury trial waiver

Claims may be brought only in a party's individual capacity, and not as a plaintiff or class member in any purported class, collective, consolidated or representative proceeding. The arbitrator may not consolidate claims or preside over any class or representative proceeding. To the extent any claim is heard in court, each party waives its right to a jury trial.

If this section 27.5 is found unenforceable for a particular claim, that claim (and only that claim) will be severed and heard in court under section 27.8. It will not be heard in class arbitration.

27.6 Time limit

Any claim must be brought within one year after it arises, or it is permanently barred, unless the law does not allow the period to be shortened. The period is extended only as section 27.1 provides.

27.7 Court proceedings that are allowed

Whatever the amount in dispute, either party may go to court to:

• seek a temporary restraining order, preliminary injunction or other equitable relief to stop unauthorised access to, or misuse of, the Service, or infringement or misappropriation of intellectual property or confidential information, pending arbitration;
• compel arbitration, stay litigation, or confirm, vacate, modify or enforce an arbitration award. See 9 U.S.C. §§ 3, 4 and 9 to 11, and Ohio Rev. Code §§ 2711.02, 2711.03 and 2711.09 to 2711.11.

27.8 Where court cases must be brought

Any matter that is permitted to proceed in court must be brought exclusively in:

• the Medina Municipal Court, for claims within its jurisdiction;
• the Medina County Court of Common Pleas; or
• the United States District Court for the Northern District of Ohio, where federal jurisdiction exists.

Each party consents to the personal jurisdiction of those courts. Each also waives any objection to venue there, including on the grounds of inconvenient forum.

27.9 Opt-out and future changes

Opting out. You may opt out of arbitration within 30 days after you first accept these Terms. To do so, email [email protected] with the subject "Arbitration opt-out", or write to us at the address in section 33. Include your name, your agency's name, your account email and a statement that you opt out. If you opt out, disputes will be resolved only in the courts listed in section 27.8.

Future changes. If we change this section, the change will not apply to a dispute for which notice was already given under section 27.1.

28. Governing law

These Terms, the Software License Agreement and any dispute between us are governed by the laws of the State of Ohio, United States, and applicable federal law, without regard to conflict-of-law rules. The Federal Arbitration Act governs section 27. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

29. Changes to these Terms

We may update these Terms from time to time. We will post the new version on this page with a new "Last updated" date. For material changes, we will notify the account owner by email or in the app at least 30 days before they take effect, unless the change is required by law or relates only to a new feature, in which case it may take effect immediately.

Once a change takes effect, logging in to or continuing to use the Service means you accept it. If you do not agree, you must stop using the Service and cancel before then.

30. Notices and electronic communications

You agree to receive agreements, notices, disclosures, invoices and other communications from us electronically, by email to your account address or in the Service. They satisfy any legal requirement that they be in writing, consistent with the Electronic Signatures in Global and National Commerce Act, 15 U.S.C. § 7001 et seq., and Ohio Rev. Code Chapter 1306.

A Notice of Dispute must be sent by certified mail as section 27.1 requires. Other legal notices to us must be sent to [email protected] with "Legal notice" in the subject, or by mail or courier to Devtech, LLC, 3416 Erhart Road, Litchfield, Ohio 44253. An emailed notice is received on the business day after it is sent, and a mailed notice on delivery.

31. Export controls and sanctions

You will comply with US export control and sanctions laws, including the Export Administration Regulations, 15 C.F.R. Parts 730–774, and the regulations administered by the Office of Foreign Assets Control, 31 C.F.R. Chapter V. You will not use, export or give access to the Service in violation of them, including to any sanctioned country, region or person.

32. General

• Assignment. You may not assign or transfer these Terms without our written consent. We may assign them to an affiliate, or in connection with a merger, acquisition, reorganisation or sale of assets.
• Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, other than payment obligations.
• Relationship. The parties are independent contractors; nothing creates a partnership, joint venture, agency or employment relationship.
• Third-party beneficiaries. There are none, except as the Software License Agreement provides for Apple and Google in relation to the mobile apps.
• Severability and waiver. If any provision is held unenforceable, it will be enforced to the maximum extent permitted and the rest remains in effect. A failure or delay in enforcing a provision is not a waiver.
• Entire agreement. These Terms and the documents they incorporate are the entire agreement between us about their subject. They replace all prior agreements and understandings about it. Terms in your purchase orders or other documents do not apply.
• Interpretation. "Including" means "including without limitation". Headings are for convenience only. If we provide a translation, the English version controls.

33. Contact

Devtech, LLC, an Ohio limited liability company doing business as Agency Pilot
3416 Erhart Road, Litchfield, Ohio 44253
Phone: (216) 296-3191
Email: [email protected]