IU2 TECHNOLOGY LLC TERMS AND CONDITIONS AgencyZoom Automation Build Services Effective Date: Upon execution, payment, or first system access — whichever occurs first Last Updated: April 24, 2026
PLEASE READ THESE TERMS CAREFULLY BEFORE PURCHASING OR ACCESSING THE SERVICE. BY EXECUTING A STATEMENT OF WORK, SUBMITTING PAYMENT, OR ACCESSING THE DELIVERED AUTOMATION SYSTEM, CLIENT AGREES TO BE LEGALLY BOUND BY THESE TERMS IN THEIR ENTIRETY. IF CLIENT DOES NOT AGREE, CLIENT MUST NOT PURCHASE OR USE THE SERVICE.
- LEGAL ENTITIES AND DEFINITIONS
The following definitions apply throughout these Terms:
“IU2 Technology” or “Provider” or “IU2 Technology LLC” refers to IU2 Technology LLC, a Delaware limited liability company, and the sole provider of all Services described in these Terms. IU2 Technology LLC provides these Services in its capacity as a technology services provider, not as an insurance broker, agent, or carrier.
“Client” or “You” refers to the individual or entity purchasing, accessing, or using the AgencyZoom Automation Build Services described in the applicable Statement of Work.
“Services” or “Automation Build Services” refers collectively to the one-time design, configuration, deployment, and limited post-launch support of a custom automation system within AgencyZoom and related platforms, as specified in a mutually executed Statement of Work (“SOW”). These Services are provided exclusively by IU2 Technology LLC.
“Deliverable(s)” refers to the automation workflows, configurations, and system architecture produced and delivered by Provider under the SOW.
“AgencyZoom” refers to the third-party CRM and automation platform operated independently by AgencyZoom, Inc. IU2 Technology LLC has no affiliation with, ownership of, or control over AgencyZoom or its platform.
“Confidential Information” has the meaning set forth in Section 11 of these Terms.
“SOW” or “Statement of Work” refers to a written order form, proposal, or project agreement executed by both parties specifying the scope, fees, and timeline for the Services.
- ACCEPTANCE OF TERMS
By executing a SOW, submitting payment, or accessing or using the Deliverables, Client: (a) acknowledges that Client has read, understood, and agrees to be legally bound by these Terms; (b) agrees that these Terms, together with the SOW, constitute the entire and binding agreement between the parties with respect to the Services; and (c) represents that Client has the legal capacity and authority to enter into this agreement on behalf of itself and any entity it represents.
No other terms or conditions proposed by Client — whether in a purchase order, email, or other document — shall be binding on Provider unless expressly agreed to in writing by an authorized officer of IU2 Technology LLC. If Client does not agree to these Terms in their entirety, Client must immediately cease all use of the Services and Deliverables.
- SCOPE OF SERVICES
3.1 One-Time Build Engagement. Provider will design, configure, and deploy a custom automation system within AgencyZoom and related platforms as specified in the SOW. Services constitute a one-time build engagement and include system architecture, workflow automation, configuration, and up to thirty (30) days of post-launch operational support unless otherwise specified in the SOW.
3.2 Sole Provider. All Services are provided exclusively by IU2 Technology LLC. No third-party entity is a party to this Agreement or bears any obligation to Client under these Terms.
3.3 No Ongoing Obligation. Unless a separate written maintenance or retainer agreement is executed by both parties, Provider’s obligations are limited strictly to the Deliverables described in the SOW. Continued support, modifications, updates, enhancements, or integrations beyond the SOW scope are outside this Agreement and subject to a new SOW and separate fees.
3.4 Exclusions. These Services expressly exclude: (a) ownership, control, licensing, or operation of AgencyZoom or any third-party platform; (b) management of Client’s ongoing data, workflows, or business operations post-delivery; (c) training beyond what is specified in the SOW; (d) integration with platforms not identified in the SOW; and (e) any insurance, brokerage, compliance, legal, or financial advisory services.
- CLIENT OBLIGATIONS
4.1 Subscriptions and Platform Access. Client is solely responsible for maintaining active, valid subscriptions to AgencyZoom and any other third-party platforms required for the Services. Client must provide Provider timely and appropriate administrative access to all systems necessary for implementation. Delays or failures caused by Client’s failure to provide required access shall not be attributable to Provider and shall not entitle Client to any refund or credit.
4.2 Accurate Information. Client represents and warrants that all information, data, workflows, and materials provided to Provider are accurate, complete, lawfully owned or licensed by Client, and do not infringe any third-party rights. Client shall indemnify Provider against any claims arising from inaccurate, unlawful, or infringing materials provided by Client.
4.3 Team Cooperation. Client agrees to reasonably support system implementation and adoption within its organization, including making key personnel available for coordination as reasonably requested by Provider.
4.4 Compliance. Client is solely responsible for ensuring that its use of the Deliverables complies with all applicable federal, state, and local laws and regulations, including insurance regulations, data privacy laws, and professional licensing requirements in all jurisdictions in which Client operates. Provider is not responsible for Client’s regulatory compliance.
4.5 Prohibited Conduct. Client shall not, and shall not permit any third party to: (a) modify, alter, disable, circumvent, or interfere with any delivered automation workflow, configuration, or system logic; (b) reverse engineer, decompile, disassemble, or attempt to derive the source logic or methodology of any Provider-designed automation; (c) resell, sublicense, transfer, white-label, or commercially exploit the Deliverables or any component thereof without Provider’s prior written consent; (d) use the Deliverables in any unlawful manner or in violation of any applicable insurance, data privacy, or professional licensing law; or (e) harvest, scrape, or extract Provider’s proprietary methodologies, workflows, or system logic for use outside the permitted scope of this Agreement.
- FEES, PAYMENTS, AND TAXES
5.1 Fees. All fees are set forth in the applicable SOW or invoice. All fees are earned upon execution of the SOW and are non-refundable except as expressly stated herein.
5.2 Payment Terms. All invoices are due and payable within the period specified in the SOW or, if unspecified, within seven (7) days of invoice date. Payments processed via credit card, ACH, or other electronic payment methods are subject to a processing fee of up to four percent (4%), which Client agrees to pay.
5.3 Late Payments. Amounts not paid when due will accrue interest at the rate of one and one-half percent (1.5%) per month (or the maximum rate permitted by applicable law, whichever is less), compounded monthly from the due date until paid in full. Provider may suspend all Services immediately and without prior notice upon payment default.
5.4 Collection Costs. In the event Provider must pursue collection of any unpaid amounts, Client shall be liable for all reasonable attorneys’ fees, court costs, and collection expenses actually incurred by Provider.
5.5 Taxes. Client is solely responsible for all applicable sales, use, or similar taxes arising from the Services, excluding taxes based on Provider’s net income.
- INTELLECTUAL PROPERTY
6.1 Provider Ownership. All methodologies, frameworks, automation logic, templates, proprietary workflows, know-how, tools, and pre-existing materials developed by or belonging to Provider — including all materials incorporated into the Deliverables — remain the exclusive intellectual property of IU2 Technology LLC and are protected under applicable United States and international intellectual property laws.
6.2 Limited License. Upon full payment of all fees due, Provider grants Client a limited, non-exclusive, non-transferable, revocable license to use the Deliverables solely within Client’s own AgencyZoom environment for Client’s internal business operations. This license does not include the right to sublicense, resell, reproduce, distribute, or create derivative works from the Deliverables.
6.3 No Transfer of Ownership. Nothing in this Agreement constitutes a sale, transfer, or assignment of any intellectual property rights to Client. Client acquires no right, title, or interest in Provider’s systems, methodologies, configurations, or proprietary workflows beyond the limited license in Section 6.2.
6.4 License Termination. The license in Section 6.2 terminates automatically and immediately upon: (a) Client’s material breach of this Agreement; (b) Client’s failure to pay any amount due; or (c) termination of this Agreement for any reason. Upon termination, Client must immediately cease all use of the Deliverables.
- WARRANTIES AND DISCLAIMERS
7.1 Limited Delivery Warranty. Provider warrants that the Deliverables will materially conform to the specifications in the SOW as of the date of delivery. Client must report any non-conformity in writing within fifteen (15) days of delivery; failure to do so constitutes Client’s unconditional acceptance. Provider’s sole obligation under this warranty is to correct the documented non-conformity at no additional charge.
7.2 Warranty Void. THE WARRANTY IN SECTION 7.1 IS EXPRESSLY VOID AND OF NO FORCE OR EFFECT IF THE DELIVERABLES ARE MODIFIED, ALTERED, DISABLED, OR OPERATED IN A MANNER NOT EXPRESSLY AUTHORIZED BY PROVIDER.
7.3 Disclaimer of All Other Warranties. EXCEPT AS SET FORTH IN SECTION 7.1, THE SERVICES AND DELIVERABLES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, PROVIDER EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. PROVIDER MAKES NO WARRANTY THAT THE DELIVERABLES WILL BE ERROR-FREE, UNINTERRUPTED, OR COMPATIBLE WITH FUTURE VERSIONS OF AGENCYZOOM OR ANY THIRD-PARTY PLATFORM. NO ADVICE OR INFORMATION PROVIDED BY PROVIDER SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.
- NO GUARANTEE OF BUSINESS RESULTS
8.1 Results Disclaimed. Business outcomes — including but not limited to revenue growth, policy retention, team efficiency, lead conversion, or any other performance metric — are not guaranteed by Provider. The performance of the Deliverables depends entirely on Client’s proper use, adoption, and management.
8.2 Client Responsibility. Client bears sole responsibility for ensuring proper usage and adoption of the Deliverables within its organization. Provider is not liable for any failure to achieve anticipated results due to Client’s failure to use, maintain, or adopt the system as designed.
- LIMITATION OF LIABILITY
9.1 EXCLUSION OF CONSEQUENTIAL DAMAGES. IN NO EVENT SHALL IU2 TECHNOLOGY LLC OR ITS MEMBERS, MANAGERS, OFFICERS, EMPLOYEES, AGENTS, OR AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, LOSS OF GOODWILL, OR COST OF SUBSTITUTE SERVICES, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
9.2 AGGREGATE CAP. PROVIDER’S TOTAL CUMULATIVE LIABILITY TO CLIENT UNDER OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL FEES ACTUALLY PAID BY CLIENT TO PROVIDER UNDER THE APPLICABLE SOW IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) ONE HUNDRED UNITED STATES DOLLARS ($100.00).
9.3 ESSENTIAL BASIS. CLIENT ACKNOWLEDGES THAT THESE LIMITATIONS REFLECT A REASONABLE AND NEGOTIATED ALLOCATION OF RISK AND ARE AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN. PROVIDER WOULD NOT HAVE ENTERED INTO THIS AGREEMENT ABSENT THESE LIMITATIONS. THE LIMITATIONS APPLY REGARDLESS OF THE THEORY OF LIABILITY — WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS; IN SUCH CASES, LIABILITY IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
- INDEMNIFICATION
10.1 Client’s Indemnification Obligation. Client shall defend, indemnify, and hold harmless IU2 Technology LLC and its affiliates, members, managers, officers, employees, agents, successors, and licensors from and against any and all third-party claims, losses, liabilities, damages, judgments, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (a) Client’s breach of any provision of this Agreement; (b) Client’s unauthorized modification, misuse, or operation of the Deliverables outside the authorized scope; (c) Client’s violation of any applicable law or regulation, including insurance, data privacy, or professional licensing requirements; (d) inaccurate, incomplete, or unlawful information or materials provided by Client to Provider; (e) any third-party claim arising from Client’s use of the Deliverables; or (f) Client’s failure to obtain required consents for any recording, data processing, or communications.
10.2 Defense. Provider reserves the right to assume exclusive control of the defense of any matter subject to indemnification under this Section, at Client’s expense. Client agrees to cooperate fully with such defense and to not settle any claim without Provider’s prior written consent.
- CONFIDENTIALITY
11.1 Definition. “Confidential Information” means any non-public, proprietary, or trade secret information of Provider disclosed in connection with these Services, including but not limited to automation designs, system logic, workflow configurations, methodologies, pricing, business processes, and platform architecture.
11.2 Client’s Obligations. Client agrees to: (a) hold all Confidential Information in strict confidence using at least the same degree of care used to protect Client’s own confidential information, but no less than reasonable care; (b) not disclose Confidential Information to any third party without Provider’s prior written consent; (c) use Confidential Information solely as necessary to exercise Client’s rights under this Agreement; and (d) promptly notify Provider upon becoming aware of any actual or suspected unauthorized disclosure of Confidential Information.
11.3 Provider IP as Trade Secret. Client acknowledges that all Provider automation designs, workflows, system logic, and methodologies constitute Provider’s Confidential Information and trade secrets and shall be treated as such regardless of whether specifically marked as confidential.
11.4 Survival. Confidentiality obligations under this Section survive termination of this Agreement for a period of five (5) years. Confidential Information does not include information that is or becomes publicly known through no fault of Client, or that Client can demonstrate was independently developed without use of Provider’s Confidential Information.
- THIRD-PARTY PLATFORMS
12.1 No Responsibility for Third Parties. Provider has no affiliation with and bears no responsibility for AgencyZoom or any other third-party platform used in connection with the Services. Provider is not liable for any outages, service interruptions, feature changes, pricing changes, deprecations, data losses, or policy modifications made by AgencyZoom or any third party that affect the functionality of the Deliverables.
12.2 Platform Changes. If AgencyZoom or any required third-party platform materially changes its functionality after delivery of the Deliverables such that the system no longer operates as intended, any remediation work constitutes a new engagement subject to a new SOW and separate fees. Provider has no obligation to perform such remediation under this Agreement.
12.3 No Third-Party Obligations. No third-party platform, vendor, or service provider is a party to this Agreement. All disputes with third-party platforms must be addressed directly with those entities under their respective agreements.
- TERM AND TERMINATION
13.1 Term. This Agreement commences upon acceptance as defined in Section 2 and continues until all obligations under the SOW are fulfilled, unless earlier terminated as provided herein.
13.2 Termination for Cause. Provider may suspend or terminate this Agreement and all Services immediately upon written notice if: (a) Client fails to make any payment when due and does not cure such failure within five (5) business days of written notice; (b) Client materially breaches any provision of this Agreement and fails to cure such breach within ten (10) days of written notice; or (c) Client becomes insolvent, makes a general assignment for the benefit of creditors, or becomes subject to any bankruptcy or insolvency proceeding.
13.3 Termination Without Cause. Provider reserves the right to suspend or terminate Client’s access to Services at any time, with or without cause, upon written notice. In the event of termination without cause prior to delivery, Provider shall refund fees paid attributable to undelivered work as reasonably determined by Provider. No refund shall be due for work completed or in progress at the time of termination.
13.4 Effect of Termination. Upon termination: (a) all licenses granted to Client immediately terminate; (b) Client shall immediately cease all use of the Deliverables; (c) all amounts due and owing to Provider become immediately due and payable in full; and (d) Sections 5, 6, 7, 8, 9, 10, 11, 14, 15, and 16 shall survive termination indefinitely.
13.5 No Refunds on Client Breach. No refund of fees previously paid shall be due in the event of termination arising from Client’s breach or non-payment.
- DISPUTE RESOLUTION AND ARBITRATION
THIS SECTION CONTAINS A BINDING ARBITRATION CLAUSE AND A CLASS ACTION WAIVER. PLEASE READ IT CAREFULLY — IT AFFECTS YOUR LEGAL RIGHTS.
14.1 Informal Resolution. Before initiating any formal proceeding, Client agrees to first contact IU2 Technology LLC at [email protected] and attempt in good faith to resolve the matter informally. The parties shall have thirty (30) days from the date of written notice to resolve the dispute before either party may initiate arbitration.
14.2 Binding Arbitration. If informal resolution fails, any dispute, claim, or controversy arising out of or relating to this Agreement, the Services, or the breach, termination, enforcement, interpretation, or validity thereof shall be resolved exclusively by final and binding arbitration administered by the American Arbitration Association (“AAA”) under its then-current Commercial Arbitration Rules. The arbitration shall be conducted by a single arbitrator in Wilmington, Delaware. The arbitrator’s award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.
14.3 Class Action Waiver. CLIENT AND IU2 TECHNOLOGY LLC EACH EXPRESSLY WAIVE ANY RIGHT TO BRING OR PARTICIPATE IN ANY CLASS ACTION, COLLECTIVE ACTION, CONSOLIDATED ACTION, OR REPRESENTATIVE PROCEEDING. ALL DISPUTES MUST BE BROUGHT IN AN INDIVIDUAL CAPACITY ONLY. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS AND MAY NOT PRESIDE OVER ANY FORM OF REPRESENTATIVE OR CLASS PROCEEDING.
14.4 Equitable Relief Exception. Nothing in this Section prevents either party from seeking urgent injunctive or other equitable relief from a court of competent jurisdiction to prevent actual or threatened infringement, misappropriation, or violation of intellectual property rights or Confidential Information obligations, pending the outcome of arbitration.
14.5 Arbitration Costs. Arbitration filing fees shall be allocated in accordance with the AAA Commercial Arbitration Rules. Each party shall bear its own attorneys’ fees and costs unless the arbitrator determines that a claim was frivolous or brought in bad faith, in which case the arbitrator may award reasonable fees to the prevailing party.
- GOVERNING LAW AND VENUE
15.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles. IU2 Technology LLC is organized under the laws of the State of Delaware, and Delaware law governs all matters arising under this Agreement. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
15.2 Venue. Any legal proceeding not subject to arbitration under Section 14 — including proceedings to enforce an arbitration award or to seek injunctive relief — shall be brought exclusively in the state or federal courts located in Wilmington, Delaware. Client hereby irrevocably consents to personal jurisdiction and venue in such courts and waives any objection to the laying of venue in such courts.
- GENERAL PROVISIONS
16.1 Entire Agreement. These Terms, together with the SOW, constitute the entire agreement between the parties regarding the Services and supersede all prior and contemporaneous agreements, representations, and understandings, whether oral or written.
16.2 Amendments. No amendment or modification of this Agreement shall be binding unless in writing and signed by an authorized representative of each party. Provider reserves the right to update these Terms at any time; revised Terms will be posted with an updated effective date. Client’s continued use of the Deliverables after posting constitutes acceptance of revised Terms.
16.3 No Waiver. Failure by either party to enforce any provision of this Agreement shall not constitute a waiver of that party’s right to enforce such provision in the future. No single or partial exercise of any right shall preclude any further exercise of that or any other right.
16.4 Severability. If any provision of this Agreement is found unenforceable, the remaining provisions shall continue in full force and effect, and the unenforceable provision shall be modified to the minimum extent necessary to make it enforceable.
16.5 Assignment. Client may not assign, delegate, or transfer any rights or obligations under this Agreement without Provider’s prior written consent. Any purported assignment without such consent is void. Provider may freely assign this Agreement in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets, without Client’s consent.
16.6 Force Majeure. Provider shall not be liable for any delay or failure in performance resulting from causes outside its reasonable control, including acts of God, natural disasters, pandemic, war, terrorism, government action, changes in law or regulation, internet outages, AgencyZoom platform outages, or third-party service failures. This provision does not excuse Client’s payment obligations. Provider will use commercially reasonable efforts to resume performance as soon as practicable.
16.7 Electronic Communications. By executing a SOW or using the Services, Client consents to receive communications from IU2 Technology LLC electronically, including by email. Client agrees that all agreements, notices, and disclosures provided electronically satisfy any legal requirement that such communications be in writing.
16.8 Notices. All formal notices under this Agreement shall be in writing and delivered by email with confirmation of receipt or by certified mail to the addresses provided in the SOW. Notices to Provider shall be sent to [email protected].
16.9 No Third-Party Beneficiaries. This Agreement is for the sole benefit of Client and IU2 Technology LLC and does not create any third-party beneficiary rights in any other person or entity, except as expressly provided herein with respect to indemnified parties.
16.10 Relationship of Parties. The parties are independent contractors. Nothing in this Agreement creates any partnership, joint venture, agency, employment, or franchise relationship.
16.11 Headings. Section headings are for convenience only and shall not affect the interpretation of this Agreement.