Terms of service

These Terms of Service ("Terms") are a contract between TODO_LEGAL_ENTITY_NAME ("we", "us") and the agency or business that signs up for Emerald AMS ("your agency", "you"). The person who accepts these Terms confirms they have authority to bind the agency. If your agency has signed a separate written agreement with us, that agreement controls where it differs.

Read the section called Disputes: arbitration and class-action waiver. It affects how disputes are resolved, and you can opt out of it within 30 days.

• Emerald AMS is for businesses. Every user must be at least 18 and use it for work.
• Your agency is responsible for its users, their roles and permissions, and everything done under its accounts.
• Keep passwords and authenticator devices secure. Two-step sign-in is required for every user. Tell us right away at hello@emeraldams.com if you think an account has been compromised.
• Give us accurate account and billing information and keep it current.

• Price. Plans are priced per user per month (Essentials $99, Professional $129, Premier $149), plus usage for phone minutes, text messages, AI usage for Ivy and Jade at the rates shown in Settings → Billing before you use them. Taxes may apply.
• Automatic renewal. Your subscription renews automatically every month and your payment method is charged at the start of each billing period until you cancel.
• Cancel any time online in Settings → Billing → Manage billing, or by emailing hello@emeraldams.com. Cancellation takes effect at the end of the current paid month and you keep access until then.
• Trials. If we offer a free trial, we will show the trial length and the first charge date before you start. You will not be charged if you cancel before the trial ends.
• Price changes. We will tell you at least 30 days before a price increase takes effect. You can cancel before then.
• Refunds. See our Refund policy.

Full details are in our Subscription terms, which are part of these Terms.

While your subscription is active, we give your agency a limited, non-exclusive, non-transferable right to use Emerald AMS for its own business. You may not resell the service, copy or reverse engineer it (except where the law allows), or use it to build a competing product. We and our licensors own the software, designs and content we provide.

You own your data. Your agency owns the data it puts into Emerald AMS ("Agency Data"). You give us permission to host, copy, transmit and process Agency Data only to provide, secure and support the service for you, and as the law requires. You can export all of it at any time, free of charge.

Data processing terms. For Agency Data that is personal information, your agency is the controller (or "business") and we are your processor (or "service provider"). We will:

• Process Agency Data only on your documented instructions (these Terms and your use of the service) and not sell it, share it for advertising, or use it for any other purpose.
• Not combine it with data from other customers, except as needed to run the service.
• Make sure our staff and sub-processors are bound by confidentiality, and use the sub-processors listed on our Sub-processors page. We will post changes there at least 30 days in advance so you can object.
• Keep administrative, technical and physical safeguards appropriate to insurance customer information, consistent with the Gramm-Leach-Bliley Act Safeguards Rule and state insurance data security laws, and help you meet your own obligations under them.
• Tell you without undue delay, and within 72 hours where possible, after we confirm a security incident affecting your Agency Data.
• Help you answer privacy requests from your clients, and delete or return Agency Data when your account ends (see retention).

You are responsible for having the right to give us Agency Data, for the notices and consents your clients and staff need, and for meeting the insurance, privacy and records laws that apply to your agency.

• You are the sender of the calls, texts and emails your agency makes through Emerald AMS, including those Ivy or automations send for you. You are responsible for getting and keeping the consent the law requires (including under the Telephone Consumer Protection Act, state telemarketing laws, CAN-SPAM and carrier texting rules), honoring opt-outs, and following quiet hours and do-not-call rules.
• Emerald AMS provides tools to help (opt-out handling, quiet hours, do-not-call checks and consent records), but they do not replace your own compliance.
• Call recording laws differ by state. Some states require everyone on the call to agree. You are responsible for recording notices and consent; set your recording-consent states in Settings → Compliance.
• If you use call scoring or monitoring, you are responsible for any notices your employees need.
• See our SMS terms and Acceptable use policy.

You must follow our Acceptable use policy. We may suspend access, after notice where practical, if your use breaks the law or these Terms, puts others at risk, or if your account is past due. We will restore access once the issue is fixed.

You can end these Terms by canceling your subscription. We can end them with 30 days' notice, or right away for a serious breach. After the end, you have 30 days to export your data; then we delete it as described in our Privacy policy.

• Emerald AMS includes AI features (Ivy, Jade, call summaries and scoring, triage and document reading). AI output can be wrong or incomplete. Review it before you rely on it or send it to a client.
• AI output is information, not legal, tax, financial or insurance advice. Ivy and Jade do not bind, change or cancel coverage, quote unpresented prices or act as a licensed agent. Licensed decisions stay with your agency's licensed staff.
• You are responsible for how your agency uses AI output, including for decisions about clients or employees.
• We do not use your data to train AI models. See our AI disclosure.

Emerald AMS connects to services you choose, such as carriers and raters, IVANS, Google, Microsoft, QuickBooks, Canopy Connect and lead-ad sources. Those services are governed by their own terms, and we are not responsible for them. Carrier quotes, rates and bind decisions come from the carrier, not from us.

We work to keep Emerald AMS available and improving. We may change features. We will give at least 30 days' notice before removing a feature your agency relies on, and you can cancel if the change materially reduces the service.

Except as these Terms say, the service is provided "as is" and "as available". To the extent the law allows, we disclaim implied warranties of merchantability, fitness for a particular purpose and non-infringement. We do not promise the service will be error-free or uninterrupted.

To the extent the law allows: (a) neither party is liable for indirect, incidental, special, consequential or punitive damages, or lost profits or revenue; and (b) each party's total liability for all claims about the service is limited to the fees your agency paid in the 12 months before the claim. These limits do not apply to your payment obligations, a party's indemnity obligations, or liability that the law does not allow to be limited.

Your agency will defend and hold us harmless from third-party claims arising from Agency Data, your calls, texts and emails, or your breach of these Terms or the law. We will defend you from third-party claims that the service, used as allowed, infringes their intellectual property, and pay resulting damages or settlements we agree to.

Talk to us first. Before filing a claim, send a written notice describing it to privacy@emeraldams.com and TODO_MAILING_ADDRESS. We will try to resolve it informally within 30 days.

Binding individual arbitration. If we can't resolve it, any dispute about these Terms or the service will be decided by binding arbitration administered by TODO_ARBITRATION_PROVIDER (verify with counsel: NAM or AAA mass-arbitration rules) under its rules, including its mass-arbitration rules where they apply. The arbitrator can award the same relief a court could on an individual basis. The Federal Arbitration Act governs this section.

Class-action waiver. Claims may be brought only on an individual basis, not as a plaintiff or class member in any class, collective or representative action. The arbitrator may not combine claims of more than one party.

Exceptions. Either party may bring an individual claim in small-claims court, or ask a court for an injunction to protect intellectual property or stop unauthorized use of the service.

30-day opt-out. You can opt out of arbitration by emailing privacy@emeraldams.com within 30 days after first accepting these Terms, with your agency name and a statement that you opt out. Opting out does not affect any other part of these Terms.

If the class-action waiver is found unenforceable for a claim, that claim must go to court, not arbitration.

These Terms are governed by the laws of the State of Utah, without regard to conflict-of-law rules. Any court case allowed under these Terms will be in the state or federal courts in Salt Lake County, Utah, and both parties consent to that venue.

• Changes to these Terms. We will give agency administrators at least 30 days' notice in the app and by email before material changes take effect. If a change affects billing or dispute resolution, we will ask you to accept it again.
• Severability. If a part of these Terms is unenforceable, the rest still applies.
• Assignment. You may not transfer these Terms without our written consent, except with a merger or sale of your agency. We may transfer them with a merger or sale of our business.
• Entire agreement. These Terms, the policies they link to and any order form are the whole agreement about the service.
• No waiver. Not enforcing a term is not a waiver of it.

TODO_LEGAL_ENTITY_NAME, TODO_MAILING_ADDRESS. Email hello@emeraldams.com or call TODO_PHONE. Legal notices: privacy@emeraldams.com.