Overview:

IMPORTANT: The Agent Workshop Agent Website and all software and documentation relating thereto, together with all components thereof ("Agent Website") is protected by United States copyright, patent, trademark and other applicable laws and international treaty provisions. Your right to access and use PortalWare and it's components is limited by the terms and conditions of this End User License Agreement; and is expressly conditioned upon your reading, understanding, and agreeing to the End User License Agreement in its entirety before accessing and /or using an Agent Website.

Please note: Agreement to all terms of the End User License Agreement is REQUIRED to be an authorized user of an Agent Website. You may also be subject to additional terms and conditions that apply when you use affiliated services, third party content, software or other services accessible through an Agent Website.

License Grant:

This End User License Agreement ("Agreement") for The Agent Workshop Agent Website, once accepted by you as set forth below, is your proof of your license to access and use The Agent Workshop LLC's ("The Agent Workshop") Agent Website, subject to the terms and conditions set forth in this Agreement.

Subject to terms of the Agreement, The Agent Workshop grants to you a personal, nonexclusive, nontransferable license to access and use Agent Website for your own lawful business use. You are exculsively responsible for all activities conducted through your Agent Website account. Agent Websites may only be used by you and other persons acting on your behalf who have agreed to the terms and conditions of this Agreement.

Service/Hosting:

The Agent Website service consists of a browser interface, data encryption, data publishing, data transmission, data access (as available) and, if applicable, synchronization software and data storage.

You are solely responsible for obtaining and maintaining all computer hardware, software and communications equipment needed to access an Agent Website, and, if applicable, for paying all third-party access charges incurred while using an Agent Website.

The Agent Workshop makes NO guarantees as to the continuous availability of the service or of any specific features of the service. The Agent Workshop also reserves the right to change the service or the terms and conditions of this Agreement at any time, without notice.

Use and Installation of Proprietary Software:

Subject to the terms and conditions of the Agreement, The Agent Workshop grants you an individual, personal, non-sub licensable, non-exclusive and non-transferable license to use its proprietary service, in client-server form only, and only in accordance with the applicable end-user documentation, if any, and only in conjunction with this Agreement. You will not, nor will you attempt to, directly or indirectly, reverse engineer, de-compile, disassemble or otherwise attempt to discover the source code or underlying ideas or algorithms or the software; modify, translate or create derivative works based on the software; or copy (except for archival purposes), rent, lease, distribute, assign, or otherwise transfer rights to the software; use the software for timesharing or service bureau purposes or otherwise for the benefit of a third party; or remove any proprietary notice or labels on the software. As between the parties, you acknowledge that Agent Website and its licensors retain ownership of all software, any portions or copies thereof, and all rights therein. Upon termination of the Agreement for any reason, the License will terminate and you will destroy and cease to use the software. The software is provided "As Is" and subject to the warranty disclaimers and limitations of liability found in the End User License Agreement.

Restrictions and Prohibited Use:

You agree not to intentionally or unintentionally violate any applicable laws or regulations. You agree not to transmit any unlawful, harassing, libelous, abusive, threatening, harmful, vulgar, obscene or otherwise objectionable material of any kind. You also agree not to use the service(s) in any way for spamming, chain letters, junk mail, or distribution lists to any person who has not given specific permission to be included in such a process. You will use the service in compliance with all applicable laws including, without limitations, copyright, trademark, obscenity and defamation laws. Unlawful activities may include, without limitation, storing, distributing, or transmitting any unlawful material, attempting to compromise the security of any networked account or site, or making direct threats of physical harm. You hereby agree to defend, hold harmless and indemnify The Agent Workshop against any claim or action that arises from your use of the service in an unlawful manner or in a manner inconsistent with the restrictions and policies states herein.

Communication by or through an Agent Website can occur in real time and in some instances may be posted on message boards, bulletin boards, or contained within file libraries. You acknowledge that The Agent Workshop cannot, and does not intend to, screen any communication in advance for accuracy, completeness, or conformity with this Agreement or any applicable laws. Accordingly, you acknowledge that neither The Agent Workshop, nor any of its affiliates, resellers, agents, content providers or service providers shall assume or have any liability whatsoever to you or any other party for any action or inaction by The Agent Workshop or any of its affiliates, resellers, agents, content providers or service providers with respect to communications made by or through an Agent Website.

All applicable rights to patents, copyrights, trademarks and trade secrets contained in an Agent Website and any modifications to them are, and shall remain, the property of The Agent Workshop or it's third party content and/or service providers, as the case may be.

Privacy:

It is The Agent Workshop's policy to respect the privacy of our customers. Nevertheless, The Agent Workshop reserves the right to access, use, transmit, copy, adapt, publicly display and disclose any information, data, graphics, video, sound, files, and other content created by, provided by, or accessed by you in order to comply with applicable laws and lawful government requests. This may also include disclosing licensees' names and other registration and identification information. The Agent Workshop also reserves the right in its sole discretion, but will not be obligated, to remove any content from its system. The Agent Workshop will fully cooperate with law enforcement authorities in the investigation of any suspicious or unlawful acts, and will report such acts accordingly. You authorize The Agent Workshop to disclose to third parties information you have provided, or information that The Agent Workshop has obtained about your account: (1) to agents of The Agent Workshop or its affiliates, such as independent auditors, consultants or attorneys; and (2) to comply with government agency or court orders or requests.

Service Termination:

Upon termination and/or cancellation for any reason, you agree to immediately cease using an Agent Website, and remove all Agent Website software or data residing on any computer in your possession or under your control. Further, upon any termination and/or cancellation, The Agent Workshop reserves the right to immediately remove, purge, delete and destroy any and all data that existed in the terminated or cancelled account, and The Agent Workshop shall have no obligation to you after any termination or cancellation of this agreement.

Limitation of Liability:

The Agent Workshop nor any other party involved in creating, producing, or delivering the services shall be liable for any loss of profits or revenue, loss or inaccuracy of data, or incidental, special, consequential, punitive or indirect damages (including without limitation, the cost of any substitute procurement), resulting from your access to, or use of, or inability to use the website and/or services, whether based on warranty, contract, tort (including negligence) or any other legal theory, and whether or not we know of the possibility of such damage. Because some jurisdictions to not allow the exclusion or limitation of liability for consequential or incidental damages, the above limitation or exclusion may not apply to you.

The Agent Workshop shall in no event be liable to you or anyone else for any inaccuracy, error or omission in, or loss, injury or damage caused in whole or in part by failures, delays or interruptions in services provided by The Agent Workshop generally, and any content or services contained therein.

Password Protection:

You must safeguard the user name and password you use to access the services. You authorize us to assume that any person using the services with your user identification and password either is you or is authorized to act for you. You agree to notify The Agent Workshop immediately of any unauthorized use of your password or account or any other breach of security.

Third Party Information:

The Agent Workshop provides its users with the ability to access, and in some instances purchase goods and services provided by third parties. You will find that purchases of third party goods and/or services will often be governed by their own separate terms and conditions, which you should review prior to making any purchase. The Agent Workshop endeavors to provide its users with access to first-class quality products and services, but does not warrant or guarantee the quality of content, products or service made available through an Agent Website.

Any opinions, advice, statements, services, offers, or other information or content expressed or made available by third parties, including information or service providers and users, are those of the respective author(s) or distributor(s) and not of The Agent Workshop. The Agent Workshop neither endorses nor is responsible for the accuracy or reliability of any opinion, advice, information, or statement made on this website by anyone other than authorized The Agent Workshop employees acting on their official capacities. You understand and acknowledge that The Agent Workshop does not monitor user-contributed content for accuracy or reliability.

Links:

The Agent Website website may contain links to other websites or resources. You acknowledge and agree that The Agent Workshop is not responsible or liable for (1) the availability or accuracy of such websites or resources; or (2) the content, advertising, or products on or available from such websites or resources. The inclusion of any link on the Agent Website does not imply that we endorse the linked site.

Site Content Protection:

The Agent Website website contains trademarks and other material furnished by The Agent Workshop, its licensors, and others. You should assume that everything you see or read on the website or through the services, which was not furnished by or received for you (such as sound clips, photographs, illustrations, test and other materials) is copyrighted unless otherwise noted. You may not sell, reproduce, distribute, copy, duplicate, resell, modify, display, publicly perform, prepare derivative works based on, repost, exploit for any commercial purpose, or otherwise use any of the Site Content in any way for any public or commercial purpose without prior written consent of The Agent Workshop or the rights holder. You may not use the site content on any other web site or in a networked computer environment for any purpose. If you violate any of these terms, your permission to use the site content will automatically terminate, you must immediately destroy any copies you have made of the site content, and we may end your authorization to use the website.

Warranty Disclaimer/As Is Policy:

EVERYTHING AVAILABLE ON THIS SITE IS PROVIDED TO YOU "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OR CONDITION OF ANY KIND. THE AGENT WORKSHOP DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, AND IT MAKES NO WARRANTY OR REPRESENTATION REGARDING THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES; THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE AGENT WORKSHOP'S SERVICES; ANY GOODS OR SERVICES PURCHASED OR OBTAINED THROUGH THE SERVICES; ANY TRANSACTIONS ENTERED INTO THROUGH THE SERVICES; OR THAT THE SERVICES WILL MEET ANY USER'S REQUIREMENTS, BE UNINTERRUPTED, TIMELY, SECURE OR ERROR FREE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE AGENT WORKSHOP OR THROUGH THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

Indemnification:

YOU AGREE TO INDEMNIFY, HOLD HARMLESS, AND DEFEND THE AGENT WORKSHOP, AND ITS EMPLOYEES, AFFILIATES, RESELLERS, AGENTS, PARTNERS, CONTENT PROVIDERS AND SERVICE PROVIDERS, AGAINST ANY AND ALL CLAIMS, ACTIONS, LIABILITIES, DAMAGES, COSTS AND EXPENSES (INCLUDING, BUT NOT LIMITED TO, CONSEQUENTIAL DAMAGES, INCIDENTAL DAMAGES, SPECIAL DAMAGES, ATTORNEYS' FEES AND DISBURSEMENTS) ARISING FROM OR RELATING TO THE USE OF PORTALWARE IN ANY MANNER WHICH VIOLATES THE TERMS OF THIS AGREEMENT OR OTHERWISE VIOLATES ANY LAW, RULE, OR REGULATION.

US Government Information:

You may not remove or export from the United States or allow the export or re-export of any part of the software or applicable documentation, if any, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasure Office of Foreign Assets Control, or any other United States or foreign agency or authority. As defined in section 2.101, the Software and Documentation licensed in this End User License Agreement are deemed to be "commercial computer software" and "commercial computer software documentation." Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this End User License Agreement and will be prohibited except to the extent expressly permitted by the terms of this End User License Agreement.

Notifications:

The Agent Workshop will give you any necessary notices by posting them on the website or through the email address on record for your account. You authorize The Agent Workshop to send notice via electronic mail as well if The Agent Workshop decides, in its sole discretion, to do so. You agree to check the website and your email account for notices, and that you will be considered to have received a notice when it is made available to you by posting on the website or distributed to your email system.

General Information:

You are responsible for compliance with applicable local laws, keeping in mind that access to the services provided by The Agent Workshop may not be legal by certain persons or in certain countries. If any part of the End User License Agreement is held to be unenforceable, the unenforceable part shall be given effect to the greatest extent possible and the remainder will remain in full force and effect. This End User License Agreement is personal to you and you may not transfer, assign or delegate the End User License Agreement to anyone without the express written permission of The Agent Workshop. Any attempt by you to assign, transfer or delegate the End User License Agreement without the express written permission of The Agent Workshop shall be null and void. This End User License Agreement constitutes the entire agreement between you and The Agent Workshop with respect to the use of the services and supersedes and replaces all prior or contemporaneous agreements, written or oral, between the parties regarding such subject matter. This Agreement shall be governed by the laws of the State of Colorado. Any waiver of any provisions of this End User License Agreement will be effective only if in writing signed by an appropriate Company Officer of The Agent Workshop.

The Agent Workshop End User License Agreement for Agent Website

Last modified: 07/26/2004