Terms of Service

By creating an account or using RAgencyOS, you (“you” or “Customer”) agree to these Terms of Service (the “Terms”) with RAgencyOS (“we,” “us,” or “our”). If you are signing up on behalf of an agency or other organization, you represent that you have authority to bind that organization to these Terms.

The “Service” means the RAgencyOS web application at ragencyos.com, our underlying APIs, our email and chat notification features, any mobile or desktop client we publish, and any related tools, documentation, or beta features we make available to you.

You sign in by a one-time link sent to the email address you registered with. Keep access to that inbox secure, anyone who controls it can sign in as you. You are responsible for all activity on your account and the accounts of users you invite, including owners, admins, and agents.

You agree to keep your account information current, including the email used for notices, billing contacts, and the legal name of your agency.

• You retain all right, title, and interest in the data you upload, configure, or generate using the Service (“Customer Data”).
• You grant us a worldwide, non-exclusive, royalty-free license to host, process, transmit, display, and back up Customer Data solely to provide and improve the Service for you and the users you invite.
• We do not sell Customer Data. We do not share it for cross-context behavioral advertising. We do not use Customer Data to train artificial intelligence models for purposes outside your account.
• You are responsible for the accuracy, legality, and quality of Customer Data, and for ensuring you have the rights, consents, and authority to upload it.
• You confirm that uploaded carrier statements, reconciliation files, and deal trackers do not contain end-customer personally identifiable information beyond what is necessary for agent payroll reconciliation.

You represent and warrant that:

• You hold all licenses required to operate an insurance agency in your state(s), and your use of the Service does not violate any insurance regulation, carrier agreement, or producer contract you are subject to.
• You have a lawful basis to collect and process the personal information of the agents, contractors, and other individuals you onboard into the Service, including (where applicable) their consent to receive transactional and notification emails, SMS messages, and team-chat messages routed through the Service.
• You will independently review every pay period, payout calculation, audit log entry, and reconciliation output before paying any agent or making any other consequential decision in reliance on the Service.
• You will not upload Protected Health Information (PHI) as defined under HIPAA, child personal information as defined under COPPA, or other categories of regulated data that the Service is not designed to handle.

The Service performs computations on the data you provide and presents results based on the rules and configurations you set. Outputs of the Service, including but not limited to pay calculations, CPA tier assignments, bonus determinations, audit log entries, and reconciliation summaries, are not legal, tax, accounting, insurance, regulatory, or professional advice. They do not replace the judgment of a qualified human professional.

You assume all responsibility for verifying outputs against your own books, obligations, and applicable law before relying on them. Where the Service surfaces a number or recommendation, that number or recommendation is your starting point, not the final answer.

The reconciliation engine matches deals between the upline statement(s) and the deal tracker(s) you upload, applies the rules and tier configurations you have set, and produces a draft pay period. The engine’s output reflects the inputs and rules you provide, it does not validate them. If your upline statement is missing rows, your deal tracker contains typos, your AOR aliases are misconfigured, or your CPA values are wrong, the engine will produce incorrect results.

You are responsible for reviewing the draft pay period, including per-agent counts, dollar amounts, unpaid reasons, and adjustments, before publishing it or paying any agent. We make no warranty that engine output is suitable for any specific tax, accounting, regulatory, or carrier-reporting purpose.

Your use of the Service is subject to our Acceptable Use Policy (AUP), which is incorporated into these Terms by reference. The AUP describes specific conduct that is prohibited, including industry-specific rules for licensed insurance agencies, anti-spam and consent rules for agent communications, system-integrity rules against scraping or probing the Service, and U.S. sanctions and export-control restrictions.

Without limiting the AUP, you agree not to use the Service to violate any law (including insurance regulation, consumer protection law, anti-discrimination law, CAN-SPAM, TCPA, or wire-fraud statutes), attempt to access another customer’s data, reverse-engineer the Service, or upload malicious or infringing content. We may suspend or terminate accounts that violate the AUP or this Section, with or without notice depending on the severity.

The Service can send transactional and notification emails to your agents (for example, agent invites, pay-period published notices, onboarding submission receipts, and time-off decisions), post messages to a connected team-chat platform such as Telegram or Slack, and, at your configuration, send other communications on your behalf.

You acknowledge that you are the sender of record for these communications. You warrant that you have obtained any consents required by applicable law (including CAN-SPAM, TCPA, GDPR, and equivalent state privacy laws) from each recipient before adding them to the Service. We will provide unsubscribe and opt-out mechanisms where required, but the underlying obligation to obtain consent rests with you.

The Service currently performs computations using rules-based code. We may, in the future, add features that use machine learning, large language models, or other automated decisioning techniques, for example, to suggest deal categorizations, summarize call notes, or flag anomalies.

If we add such features, their outputs will be clearly labeled as automated and treated as advisory only. You will remain solely responsible for reviewing automated outputs before acting on them. We will update this Section, the Privacy Policy, and the in-product notices before any new AI feature processes your Customer Data, and you may opt out of any optional AI feature at the per-account level.

During the early-access period, the Service is free or invoiced under a separate written agreement with you. When standard pricing launches, we will give account owners at least 30 days’ notice by email before any charge applies. Once standard pricing is in effect:

• Fees are billed monthly in advance based on the plan you select and the number of active users on your account at the time of billing.
• Fees are non-refundable except where required by law.
• If you do not pay invoices within 14 days of the due date, we may suspend access until the balance is paid.
• You may cancel before the next billing cycle to avoid further charges; cancelling does not refund the current period.
• Taxes are your responsibility unless we are required to collect them on your behalf.

We work to keep the Service running, but we do not guarantee a specific level of availability or uptime. The Service may be temporarily unavailable for scheduled maintenance, unscheduled emergency maintenance, or for reasons beyond our control (see Force majeure, Section 21). When we have advance notice of scheduled downtime, we will use commercially reasonable efforts to communicate it in advance.

We may add, change, deprecate, or remove features of the Service at our discretion. We aim to give reasonable notice before removing a feature that you are actively using.

Features we mark as “beta,” “preview,” “experimental,” or similar are provided as is and may be modified or withdrawn at any time. They are excluded from any availability commitment we make elsewhere.

We use the following third-party subprocessors to operate the Service:

• Supabase, primary database, file storage, and authentication (US region).
• Vercel, application hosting and edge serving (US region).
• Cloudflare, DNS and content delivery.
• Resend, transactional email delivery.
• Google (optional), Drive folder sync, only when you connect it.
• Telegram (optional), team chat bot integration, only when you configure it.

Each subprocessor operates under its own privacy and security terms. We will use commercially reasonable efforts to notify account owners by email if the list of subprocessors changes materially.

Each party may disclose to the other party information that is confidential or proprietary (“Confidential Information”). Confidential Information includes business plans, pricing, technical information, customer lists, product roadmaps, and any information identified as confidential at the time of disclosure or that should reasonably be understood to be confidential given the nature of the information.

Each party will (a) use the other party’s Confidential Information only to exercise its rights and perform its obligations under these Terms, (b) protect the other party’s Confidential Information using the same degree of care it uses for its own confidential information of similar sensitivity (but no less than reasonable care), and (c) not disclose Confidential Information to any third party except to its employees, contractors, advisors, and subprocessors who have a need to know and who are bound by confidentiality obligations no less protective than those in this Section.

Confidential Information does not include information that (i) is or becomes public through no fault of the receiving party, (ii) was rightfully known by the receiving party before disclosure, (iii) is independently developed without use of the disclosing party’s Confidential Information, or (iv) is required to be disclosed by law, court order, or regulator, in which case the receiving party will, where legally permitted, give the disclosing party prompt notice and reasonable cooperation to seek a protective order.

We respect the intellectual property rights of others and expect Customers to do the same. We respond to notices of alleged copyright infringement under the U.S. Digital Millennium Copyright Act (DMCA).

To submit a DMCA notice, send a written communication to our designated copyright agent that includes (i) a physical or electronic signature of a person authorized to act on behalf of the copyright owner, (ii) identification of the copyrighted work claimed to have been infringed, (iii) identification of the material claimed to be infringing and information reasonably sufficient to permit us to locate it, (iv) your contact information, (v) a statement that you have a good-faith belief that the use is not authorized by the copyright owner, its agent, or the law, and (vi) a statement under penalty of perjury that the information is accurate and you are authorized to act on behalf of the copyright owner.

Designated copyright agent:

We may, in appropriate circumstances and at our discretion, terminate accounts of users who are repeat infringers. Counter-notifications follow the procedure set forth in 17 U.S.C. § 512(g).

Each party will comply with all applicable anti-bribery and anti-corruption laws, including the U.S. Foreign Corrupt Practices Act (FCPA) and equivalent laws in any other jurisdiction in which the party operates. Neither party will offer, promise, give, or authorize any improper payment or benefit to any person, including any government official, to obtain or retain business or any other improper advantage in connection with these Terms or the Service.

The Service itself, including our code, design, brand marks, copy, and documentation — is owned by RAgencyOS and licensed to you under these Terms only for use of the Service. Nothing in these Terms transfers our intellectual property to you, and nothing transfers your Customer Data to us.

If you provide feedback, ideas, or suggestions about the Service, you grant us a perpetual, royalty-free, sublicensable license to use that feedback to operate and improve the Service.

The Service is provided “as is” and “as available.” To the maximum extent permitted by law, we disclaim all warranties, whether express, implied, statutory, or otherwise, including merchantability, fitness for a particular purpose, title, non-infringement, and any warranty arising out of course of dealing or trade usage.

We do not warrant that the Service will be error-free, uninterrupted, secure, free of viruses, or that defects will be corrected. We do not warrant that calculated payouts, reconciliation outputs, or any other computed result are fit for any specific tax, legal, regulatory, accounting, or carrier-reporting purpose. You are responsible for reviewing payout calculations before paying any agent.

To the fullest extent permitted by law, neither party will be liable to the other for indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, lost revenue, lost data, lost goodwill, or business interruption, arising out of or in connection with these Terms or the Service, even if the party has been advised of the possibility of such damages.

Our total cumulative liability arising out of or in connection with these Terms or the Service, regardless of theory (contract, tort, statute, or otherwise), is limited to the greater of (a) one hundred U.S. dollars ($100), or (b) the total amount you paid us in the twelve months immediately preceding the event giving rise to the claim.

The limitations in this Section do not apply to (i) your obligation to pay fees, (ii) either party’s indemnification obligations, (iii) violations of acceptable use, or (iv) liability that cannot be limited under applicable law.

You agree to defend, indemnify, and hold harmless RAgencyOS and its operators, contractors, and affiliates from and against any third-party claim, demand, loss, liability, damage, or expense (including reasonable attorneys’ fees) arising from or related to:

• Your Customer Data, including its accuracy, legality, and the consents you obtained to upload it;
• Your use of the Service in violation of these Terms or applicable law;
• Your alleged infringement or misappropriation of a third party’s rights;
• Communications sent through the Service to recipients who did not consent to receive them;
• Pay calculations, payouts, or other actions you took in reliance on the Service without independently verifying them.

We will give you prompt written notice of any claim subject to this Section and let you control the defense, provided that any settlement requiring our admission of liability requires our prior written consent.

You may stop using the Service and delete your agency at any time. We may suspend or terminate accounts that violate these Terms, fail to pay invoices, or pose a security risk to other customers or to the Service. Where practical, we will give you notice before terminating for a curable breach and an opportunity to cure.

On termination, we delete your Customer Data on the schedule described in the Privacy Policy, except where retention is required by law or to defend a legal claim. You may request earlier deletion by emailing us.

Sections that by their nature should survive termination, including Sections 3 (Customer Data ownership), 4 (Customer responsibilities), 5 (No professional advice), 13 (Confidentiality), 16 (Intellectual property), 17 (Disclaimer), 18 (Limitation of liability), 19 (Indemnification), 22 (Governing law and venue), and any accrued payment obligations, will survive termination of these Terms.

Neither party is liable for any delay or failure to perform (other than payment obligations) caused by circumstances beyond its reasonable control, including but not limited to acts of God, war, terrorism, civil unrest, government action, labor shortages, telecommunications failures, internet outages, denial-of-service attacks, pandemics, supply-chain disruption, or failures of third-party services on which we depend.

These Terms are governed by the laws of the State of Florida, USA, without regard to its conflict-of-laws rules. The exclusive venue for any dispute arising out of or relating to these Terms or the Service is the state or federal courts located in Florida, and both parties consent to that personal jurisdiction.

Nothing in this Section prevents either party from seeking equitable or injunctive relief in any court of competent jurisdiction to protect its intellectual property rights pending the outcome of any other proceeding.

We will send legal notices to the email address on the account owner’s profile. You will send legal notices to RAgencyOS by email to support@ragencyos.com. Notices are deemed received on the next business day after they are sent.

We may update these Terms as the Service evolves. If a change is material we will email account owners and post the updated version with a revised “Last revised” date and version number at the top of this document. Continued use of the Service after the effective date of the updated Terms means you accept them.

• Entire agreement. These Terms (together with the Privacy Policy and any order form or written agreement we sign with you) constitute the entire agreement between you and us regarding the Service and supersede all prior agreements, negotiations, and understandings on this subject.
• Severability. If any provision of these Terms is found unenforceable, the remaining provisions will continue in full force.
• No waiver. Our failure to enforce any provision is not a waiver of our right to do so later.
• Assignment. You may not assign these Terms or any of your rights or obligations without our prior written consent. We may assign these Terms in connection with a merger, acquisition, reorganization, or sale of all or substantially all of our assets.
• Independent contractors. Nothing in these Terms creates an employment, partnership, joint venture, or agency relationship between us.
• No third-party beneficiaries. These Terms are for the benefit of you and us only, not any third party.
• Order of precedence. If there is a conflict between these Terms and a written order form or master services agreement we sign with you, the written order form or master services agreement controls for the conflicting provision only.

Questions, security reports, or notices under these Terms: