Terms of Service

1. Acceptance of Terms & Agency Authority

These Terms of Service ("Terms") constitute a legally binding agreement between AgencyDesk Technologies, Inc. ("AgencyDesk," "we," "us," or "our") and the legal entity or commercial insurance agency ("Customer," "Agency," or "you") subscribing to or accessing the AgencyDesk platform.

By creating an agency account, executing an order form, or accessing our services, the individual doing so represents and warrants that they have full legal authority to bind the Agency to these Terms.

2. Service Description & Autonomous Fleet Agents

AgencyDesk provides cloud-based workflow software for transportation insurance brokerages. Services include:

• Automated parsing and extraction of vehicle schedules, premiums, and limits from carrier declaration pages and policy endorsements.
• Side-by-side policy comparison diffs highlighting changes in deductibles, radii warranties, and combined single limits.
• Inbound carrier email intake and cryptographic filing to structured client policy folders.
• Quote-to-bound commercial transportation pipeline tracking and account conversion workflows.

3. Professional Broker Responsibility & E&O Allocation

Commercial auto and transportation insurance involves strict compliance and substantial claim exposures. You acknowledge and agree to the following conditions:

• Human Verification Required: While AgencyDesk uses advanced algorithms to extract policy terms, OCR and machine learning systems can occasionally misinterpret handwritten notes, complex carrier layouts, or blurred scans. You agree that an authorized, licensed insurance professional will verify extracted values against original carrier declaration pages prior to issuing binders, certificates of insurance (COIs), or filings with the FMCSA.
• No Insurance Advice: AgencyDesk does not offer legal, actuarial, or insurance underwriting advice. The Agency is solely responsible for its client relationships, risk evaluations, coverage recommendations, and representations to insurance carriers.
• Errors & Omissions Coverage: The Agency agrees to maintain adequate Errors & Omissions (E&O) insurance coverage appropriate for its commercial brokerage activities.

4. Agency Accounts, Seats & Acceptable Use

You are responsible for all activity conducted through your agency sub-accounts. You agree:

• To keep administrative passwords and API credentials strictly confidential.
• Not to permit account sharing between unlicensed third parties or competitors.
• Not to reverse engineer, decompile, or attempt to extract the underlying source code of our models or proprietary comparison diff engines.
• Not to use the Services to build a competing software product or insurance AI extraction engine.

5. Intellectual Property & Customer Data Ownership

Agency Ownership: As between AgencyDesk and Customer, Customer retains all right, title, and interest (including all intellectual property rights) in and to all Customer Data, including carrier dec pages, motor carrier rosters, driver records, loss runs, and extracted client data.

AgencyDesk Ownership: AgencyDesk retains all right, title, and interest in and to the platform, user interfaces, proprietary workflow pipelines, documentation, and all software improvements.

6. Subscription Fees, Invoicing & Term

Access to AgencyDesk is provided on a subscription basis (monthly or annual billing) based on the number of commercial motor carrier fleets managed or active broker seats.

• Subscriptions automatically renew at the conclusion of the billing cycle unless canceled prior to the renewal date.
• All fees are non-refundable except where explicitly stated in a signed Order Form.
• Prices are subject to adjustment with at least 30 days' advance notice to the Agency.

7. Warranty Disclaimer

Please read this disclaimer carefully

EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICES AND PLATFORM ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. AGENCYDESK SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE COMPLETELY ERROR-FREE, UNINTERRUPTED, OR COMPATIBLE WITH EVERY LEGACY AMS FORMAT.

8. Limitation of Liability

Cap on Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS INTERRUPTION, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS.

EXCEPT FOR INDEMNIFICATION OBLIGATIONS OR BREACHES OF CONFIDENTIALITY, EACH PARTY'S TOTAL AGGREGATE LIABILITY UNDER THESE TERMS SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY THE AGENCY TO AGENCYDESK IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO LIABILITY.

9. Governing Law & Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to conflict of law principles. Any dispute arising out of or related to these Terms will be resolved through binding confidential arbitration administered by JAMS in Wilmington, Delaware, or in the federal/state courts located in Wilmington, Delaware.

10. Contact & Legal Notices

All legal notices, questions, or compliance requests should be directed to: