This document is a draft and subject to change.

Terms of Service

Effective date: [EFFECTIVE DATE]
Last updated: [LAST UPDATED DATE]

1. Acceptance of Terms

These Terms of Service ("Terms") govern access to and use of Agensa's software platform (the "Service"), operated by [COMPANY LEGAL NAME], a [STATE] limited liability company ("Agensa," "we," "us," or "our"). By creating an account, requesting a demo, or otherwise using the Service, you ("Customer," "you") agree to these Terms. If you are entering into these Terms on behalf of an organization, you represent that you have authority to bind that organization, and "you" refers to that organization.

If you do not agree to these Terms, do not use the Service.

2. Description of Service

Agensa provides software for sports agencies and team/program staff to manage players, prospects, and alumni relationships, deals, communications, and related workflows, including map-based visualization, player profiles, workflow/attention tracking, and related features (collectively, the "Service"). We may add, modify, or remove features at our discretion.

3. Accounts and Eligibility

• You must provide accurate registration information and keep it up to date.
• You are responsible for maintaining the confidentiality of your account credentials and for all activity under your account.
• You must be at least 18 years old to create an account. The Service is intended for business use by agencies and team/program staff, not for use directly by minors.
• You must notify us promptly of any unauthorized use of your account.

4. Customer Data and Represented Individuals

"Customer Data" means all data, including Roster Data (player, prospect, and alumni records), documents, and communications, that you or your users submit to the Service.

• You retain all ownership rights in Customer Data. We do not claim ownership over it.
• You grant Agensa a limited license to host, store, process, and display Customer Data solely as necessary to provide the Service to you.
• You are solely responsible for having the legal right to submit any individual's information (including a player, prospect, or alumni's personal or contractual information) to the Service, and for complying with applicable law regarding that individual's data, including where applicable, obtaining any necessary consent.
• You represent that your use of the Service, including any player or prospect data you enter, will comply with applicable laws and any agreements you have with represented individuals, clubs, or organizations.
• We are not a party to, and assume no responsibility for, the accuracy of representation agreements, contracts, or other documents uploaded to the Service.

5. Acceptable Use

You agree not to:

• Use the Service for any unlawful purpose or in violation of any applicable law or regulation.
• Upload data you do not have the right to submit, including a represented individual's data without appropriate basis or authority.
• Attempt to gain unauthorized access to any part of the Service, other accounts, or underlying systems.
• Interfere with or disrupt the integrity or performance of the Service.
• Reverse engineer, decompile, or attempt to extract the source code of the Service, except as permitted by law.
• Use the Service to send spam or unsolicited communications, or to send fraudulent invite/recruitment emails.
• Resell, sublicense, or provide the Service to third parties outside your organization without our prior written consent.

6. Subscription, Fees, and Payment

[This section depends on your pricing model — fill in once finalized. Template language below assumes a paid subscription; adjust if offering a free tier, usage-based pricing, or invoice-based enterprise terms.]

• Fees, billing cycle, and payment terms will be as set out in an order form, pricing page, or invoice presented at signup.
• Fees are non-refundable except as required by law or as otherwise stated at signup.
• We may change fees on renewal with advance notice.
• Failure to pay may result in suspension or termination of access to the Service.

7. Intellectual Property

The Service, including its software, design, trademarks (including "Agensa" and the Agensa logo), and underlying technology, is owned by Agensa and its licensors. These Terms do not grant you any rights to Agensa's intellectual property except the limited right to access and use the Service as permitted here.

8. Confidentiality

Each party may have access to non-public information of the other party. Each party agrees to use the other's confidential information only as necessary to perform under these Terms and to protect it with the same degree of care it uses for its own confidential information, but no less than reasonable care.

9. Third-Party Services

The Service may integrate with or rely on third-party services (for example, Google OAuth for sign-in, hosting and database providers, and email delivery providers). We are not responsible for the availability, content, or practices of third-party services.

10. Disclaimers

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE.

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, AGENSA WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL, ARISING FROM OR RELATED TO YOUR USE OF THE SERVICE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. AGENSA'S TOTAL LIABILITY FOR ANY CLAIM ARISING FROM THESE TERMS OR THE SERVICE WILL NOT EXCEED THE AMOUNT YOU PAID TO AGENSA IN THE [TWELVE (12)] MONTHS PRECEDING THE CLAIM.

[Liability caps and carve-outs are highly jurisdiction- and deal-specific — have an attorney review this section closely, especially given the sensitivity of player/financial data handled by the Service.]

12. Indemnification

You agree to indemnify and hold harmless Agensa, its officers, employees, and agents from any claims, damages, liabilities, and expenses (including reasonable attorneys' fees) arising from: (a) your use of the Service in violation of these Terms; (b) Customer Data you submit, including claims that such data infringes or violates the rights of a third party; or (c) your violation of any applicable law.

13. Termination

• You may stop using the Service and close your account at any time.
• We may suspend or terminate your access if you breach these Terms, fail to pay applicable fees, or if we reasonably believe your use poses a security or legal risk to Agensa or others.
• Upon termination, your right to access the Service ends. We will handle Customer Data as described in our Privacy Policy and Section 6 of that Policy (Data Retention).

14. Governing Law and Dispute Resolution

These Terms are governed by the laws of the State of [STATE], without regard to its conflict of laws principles.

[Decide on dispute resolution mechanism with counsel — options include: exclusive venue in state/federal courts in [STATE], or binding arbitration with a class-action waiver. The draft below assumes court venue; replace with arbitration clause if preferred.]

Any dispute arising from these Terms or the Service will be resolved exclusively in the state or federal courts located in [COUNTY, STATE], and both parties consent to personal jurisdiction there.

15. Changes to These Terms

We may update these Terms from time to time. If we make material changes, we will provide notice (such as by email or in-Service notification) before the changes take effect. Continued use of the Service after changes take effect constitutes acceptance of the updated Terms.

16. General

• Entire Agreement: These Terms, together with our Privacy Policy and any order form, constitute the entire agreement between you and Agensa regarding the Service.
• Severability: If any provision of these Terms is found unenforceable, the remaining provisions remain in full effect.
• No Waiver: Our failure to enforce any provision is not a waiver of that provision.
• Assignment: You may not assign these Terms without our consent; we may assign these Terms in connection with a merger, acquisition, or sale of assets.

17. Contact Us

Questions about these Terms can be sent to:

legal@agensa.com