“Platform” means the AgudApp cloud-based SaaS application, including all modules, features, APIs, updates, documentation, and related services provided by AgudApp, LLC.
“Tenant” means the health insurance agency or authorized business entity that has entered into a subscription agreement with the Company.
“User” means any individual authorized by a Tenant to access the Platform. Users are categorized as Licensed Users or Staff Users (Section 3).
“Licensed User” means a User holding a valid, active insurance producer license and NPN in one or more U.S. states.
“Staff User” means a User without an insurance producer license who performs administrative or support functions under Licensed User supervision.
“Tenant Administrator” means the primary User with full administrative privileges, who must be the agency owner or a Licensed User with authority to bind the Tenant.
“PHI” means Protected Health Information as defined under HIPAA, 45 CFR § 160.103.
“Customer Data” means all data, including PHI, that Tenants or Users input, upload, store, or transmit through the Platform.
“Subscription Term” means the period during which the Tenant is authorized to access the Platform pursuant to a valid, paid subscription.
“Authorized Purpose” means use solely for health insurance agency management operations.
“Third-Party Services” means external services not owned or controlled by the Company, including hosting providers, ISPs, DNS, certificate authorities, and payment processors.
“Confidential Information” means any non-public information disclosed by either party designated or reasonably understood as confidential.
The Platform is intended exclusively for licensed health insurance agencies and their authorized personnel in the United States. By registering, you represent and warrant that:
The Company implements industry-standard security measures including multi-factor authentication (2FA), session management, industry-standard password policies, and comprehensive audit logging. Notwithstanding:
Tenant administrators are exclusively responsible for User account lifecycle, including creating accounts, assigning permissions, correctly designating Licensed vs. Staff Users, and promptly deactivating accounts for departed personnel.
THE COMPANY IS NOT LIABLE FOR BREACHES OR DAMAGES RESULTING FROM THE TENANT’S FAILURE TO MANAGE USER ACCOUNTS AND ACCESS PERMISSIONS.
THE TENANT REPRESENTS, WARRANTS, AND COVENANTS THAT:
THE COMPANY DOES NOT:
Both Licensed and Staff Users may access PHI as authorized by the Tenant. The Tenant is responsible for minimum necessary determinations, RBAC configuration, HIPAA workforce training for ALL Users, and BAAs with Staff Users who are independent contractors.
3.5.1 Electronic Signature Module. The Platform provides an electronic signature module that enables Tenants to obtain electronic signatures from their clients (Individuals) on documents including consent forms, authorization forms, and enrollment documents. The module complies with the Electronic Signatures in Global and National Commerce Act (E-SIGN Act, 15 U.S.C. § 7001 et seq.) and the Florida Uniform Electronic Transactions Act (F.S. § 668.50).
3.5.2 Audit Trail. Each electronic signature captured through the Platform includes a complete audit trail consisting of: the signer’s name, email address, IP address, browser/device information, UTC timestamp of consent acceptance, UTC timestamp of signature, identity verification status and method, and a SHA-256 cryptographic hash of the document at the time of signing. This audit trail is stored as part of the signed document record and included in the generated PDF certificate.
3.5.3 Identity Verification. The Platform requires identity verification of the signer prior to signature acceptance. Verification methods include date of birth and ZIP code validation against records stored in the Platform. The Tenant is responsible for ensuring that verification data is accurate and current.
3.5.4 Enrollment Documents. For documents used for enrollment in health insurance plans through the Health Insurance Marketplace or insurance carriers, the Platform provides additional enrollment-specific consent language in compliance with 45 CFR § 155.220(j)(2)(iii). The Tenant is responsible for ensuring that enrollment documents comply with the specific requirements of the applicable carrier and/or the Centers for Medicare & Medicaid Services (CMS).
3.5.5 Document Retention. Signed documents, including the original unsigned version and the final signed version with certificate, are retained in encrypted form for a minimum of six (6) years, or as required by applicable law or carrier agreement, whichever is longer.
3.5.6 Disclaimers. The Company provides the electronic signature technology and audit trail infrastructure. The Company does NOT: (a) verify the content or legal sufficiency of documents uploaded by the Tenant; (b) guarantee that any specific carrier or CMS will accept the electronic signatures; (c) provide legal advice regarding enforceability; or (d) verify signer identity beyond the methods configured within the Platform. The Tenant assumes all responsibility for the legal adequacy of its electronically signed documents.
Subject to these Terms and payment of fees, the Company grants the Tenant a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to use the Platform during the Subscription Term for the Authorized Purpose.
The Tenant and Users shall NOT:
Each Tenant’s data is in a logically isolated database with separate encryption keys. Circumvention constitutes material breach, grounds for immediate termination, and potential criminal referral under 18 U.S.C. § 1030.
Pricing may be modified with thirty (30) days’ notice. Changes apply at next billing cycle.
Fees billed monthly in advance based on active User count. Non-refundable unless stated otherwise. Non-payment over 15 days = suspension. Over 30 days = material breach and termination.
Fees exclude applicable taxes. Tenant responsible for all sales/use taxes except Company income taxes.
Payment obligations are non-contingent. No withholding based on disputes.
The Tenant retains all rights to Customer Data. The Tenant is solely responsible for data accuracy, legality, and appropriateness.
The Tenant grants the Company a limited license to host, process, store, and transmit Customer Data solely to provide the Platform.
The Platform — including all software, source code, algorithms, architectures, database schemas, UI designs, trade secrets, methodologies, documentation, trademarks (including “AgudApp,” USPTO Serial 99722348), copyrights, and proprietary technology — is the exclusive property of AgudApp, LLC. All rights not expressly granted are reserved.
Feedback grants the Company an unrestricted, perpetual, royalty-free license to use and incorporate it.
The Company may create anonymized, de-identified data for product improvement and analytics.
Thirty (30) day export period in standard formats (CSV, JSON). Secure destruction per HIPAA/NIST SP 800-88 with written certification upon request.
Each party maintains the other’s Confidential Information in strict confidence, uses it solely for performing obligations under these Terms, and does not disclose to third parties. Exceptions: publicly available, independently developed, received from third parties, or required by law (with prompt notice). Upon termination, return or destroy.
The Company will enter into a BAA with each Tenant prior to first access. The BAA governs PHI obligations and controls in case of conflict with these Terms.
AES-256-GCM encryption at rest (envelope encryption, per-tenant keys); TLS 1.2+ in transit; RBAC; session management; immutable audit logging; isolated tenant databases; bcrypt password hashing; regular vulnerability assessments.
The Platform provides multi-factor authentication (2FA) capability for all accounts. The Tenant Administrator may configure 2FA as mandatory for all Users within their tenant environment. The Company strongly recommends enabling 2FA for all accounts. The Tenant assumes responsibility for the security consequences of not enforcing 2FA.
THE COMPANY DOES NOT WARRANT THAT ITS SECURITY WILL PREVENT ALL UNAUTHORIZED ACCESS OR BREACHES. NO INTERNET-BASED SYSTEM IS 100% SECURE. THE COMPANY’S OBLIGATION IS COMMERCIALLY REASONABLE SAFEGUARDS.
Notification within thirty (30) calendar days of discovery, per 45 CFR § 164.410 and Florida’s FIPA (F.S. § 501.171).
THE SECURITY OF THE PLATFORM DEPENDS ON SHARED RESPONSIBILITIES. THIS ALLOCATION IS MATERIAL TO THESE TERMS.
Infrastructure, encryption, patches, vulnerability assessments, audit logs, 2FA mechanisms, backups, BAA compliance, breach notification.
| Responsibility | Description |
|---|---|
| Credentials | Strong passwords, no sharing, 2FA configuration. |
| 2FA Enforcement | The Company provides 2FA capability. The Tenant Administrator decides whether to enforce 2FA for all Users. The Tenant assumes the security risk of not enforcing 2FA. |
| Access Control | User lifecycle, permissions, revocation within 24 hours. |
| User Categorization | Correct Licensed/Staff designation and supervision. |
| Data Accuracy | All Customer Data accuracy and legality. |
| Regulatory Compliance | HIPAA consents, state insurance regulations, licensing. |
| Endpoint Security | Device/network security. |
| Training | HIPAA workforce training for ALL Users. |
| Incident Reporting | Prompt notification of suspected incidents. |
THE COMPANY BEARS NO LIABILITY FOR INCIDENTS ARISING FROM THE TENANT’S FAILURE TO FULFILL ITS RESPONSIBILITIES UNDER SECTION 9.2.
The Company warrants: (a) material conformance with documentation; (b) BAA compliance; (c) commercially reasonable efforts for availability and security.
EXCEPT AS IN 10.1, THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE COMPANY DISCLAIMS ALL WARRANTIES INCLUDING MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
NO INTERNET SYSTEM IS 100% SECURE. THE TENANT USES THE PLATFORM AT ITS OWN RISK.
THE COMPANY IS NOT RESPONSIBLE FOR THIRD-PARTY SERVICE OUTAGES, PERFORMANCE, OR SECURITY.
THE PLATFORM IS A SOFTWARE TOOL. THE COMPANY DOES NOT PROVIDE INSURANCE, LEGAL, TAX, OR COMPLIANCE ADVICE. THE COMPANY IS NOT A LICENSED AGENCY, BROKER, OR PRODUCER.
ALL PLATFORM OUTPUT IS INFORMATIONAL ONLY. THE TENANT MUST INDEPENDENTLY VERIFY BEFORE RELYING ON IT.
THE TENANT VOLUNTARILY ASSUMES: inherent risks of cloud computing (interruptions, data loss, unauthorized access attempts); regulatory risk (evolving laws); data entry risks (Company does not verify accuracy); and that Platform output is not professional advice.
THE COMPANY’S TOTAL LIABILITY SHALL NOT EXCEED THE FEES PAID BY THE TENANT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.
Example: at $50/month + 5 Users at $3 = $65/month, maximum liability = $780.
NO LIABILITY FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES INCLUDING LOST PROFITS, LOST DATA, BUSINESS INTERRUPTION, REGULATORY FINES, OR REPUTATIONAL DAMAGE.
Sections 12.1-12.2 do not apply to: BAA breach by Company; gross negligence/willful misconduct; IP breach by Tenant; tenant isolation breach; confidentiality breach.
THESE LIMITATIONS REFLECT A REASONABLE RISK ALLOCATION AND ARE AN ESSENTIAL BASIS OF THE BARGAIN. WITHOUT THEM THE COMPANY WOULD NOT OFFER THE PLATFORM AT CURRENT PRICING.
Company indemnifies Tenant from third-party claims arising from: (a) Company-caused PHI breach under BAA; (b) Company gross negligence/willful misconduct; (c) IP infringement by the Platform.
Tenant indemnifies Company from all claims arising from: breach of Terms/BAA; misuse; violation of law; Customer Data; failure to obtain consents; failure to manage Users/licensing/supervision; regulatory actions naming Company; unlicensed individuals performing licensed activities.
Prompt notice; sole control of defense; reasonable cooperation; no settlement imposing liability without consent.
Effective upon acceptance; continues for the Subscription Term.
Either party: 30 days’ written notice for uncured material breach.
Without notice for: non-payment >30 days; acceptable use violations; tenant isolation circumvention; security risk; agency license suspended/revoked; bankruptcy; legal requirement.
All rights cease; 30-day data export per Section 6.6; survival of payment, confidentiality, liability, indemnification, IP, anti-disparagement, and dispute resolution provisions.
No refund if terminated for Tenant breach. Pro-rata refund if Tenant terminates for Company’s uncured breach.
99.9% monthly uptime target. Excludes: scheduled maintenance (8 hrs/month max, 48-hr notice); Third-Party Service outages; force majeure; DDoS; Tenant-caused issues; suspension for breach.
Credits: 99.0-99.9% = 5%; 95.0-98.9% = 10%; <95% = 25% of monthly fee. Sole remedy. Request within 30 days. Max 25%. Not redeemable for cash.
THE SLA IS A COMMERCIAL OBJECTIVE, NOT A GUARANTEE OF UNINTERRUPTED SERVICE.
Written Dispute Notice; 30-day negotiation.
Non-binding mediation via AAA; costs shared; 30 days max.
ALL UNRESOLVED DISPUTES SHALL BE RESOLVED BY BINDING ARBITRATION UNDER AAA COMMERCIAL RULES.
IP/injunctive relief (Broward County courts); HHS/OCR HIPAA complaints; collection of undisputed amounts; claims not arbitrable by law.
ALL DISPUTES ARE INDIVIDUAL ONLY. NO CLASS ACTIONS. IF THIS WAIVER IS UNENFORCEABLE, THE ENTIRE ARBITRATION PROVISION IS VOID.
CLAIMS MUST BE FILED WITHIN ONE (1) YEAR. HIPAA CLAIMS FOLLOW REGULATORY TIMELINES.
During the Subscription Term and two (2) years after, neither party shall make defamatory or disparaging statements. Exceptions: required by law; regulatory bodies; internal communications; HHS/OCR complaints.
VIOLATION IS A MATERIAL BREACH ENTITLING INJUNCTIVE RELIEF AND DAMAGES.
No use of other party’s name/logo without consent. Company may list Tenant in general customer list unless opted out.
Tenant shall not solicit Company employees/contractors for 12 months post-termination. Public job postings exempt.
Florida law. Exclusive jurisdiction: Broward County, Florida.
30 days’ notice. Material changes to HIPAA, liability, or arbitration require click-through consent.
These Terms + BAA + Privacy Policy + Cookie Policy + Order Forms = entire agreement.
Invalid provisions modified minimally; remainder continues.
Neither party liable for events beyond reasonable control: acts of God, disasters, pandemics, war, government orders, internet/power outages, Third-Party Service failures, cyberattacks, labor disputes.
Tenant may not assign without consent. Company may assign on merger/acquisition/asset sale.
Non-enforcement is not waiver. Waivers must be written.
Written notices via certified mail, overnight courier, or email with confirmation to: AgudApp, LLC, 8975 SW 17th Ct, Miramar, Florida 33025.
No partnership, joint venture, employment, or agency relationship.
Benefits only the parties.
No access from or export to sanctioned countries/persons.
Not construed against drafter. Both parties had opportunity for counsel.
All remedies cumulative except as expressly limited.
Click-through acceptance is legally binding under E-SIGN Act (15 U.S.C. § 7001) and Florida UETA (F.S. § 668.50).
AgudApp, LLC
8975 SW 17th Ct, Miramar, Florida 33025
Legal: legal@agudapp.com
Security: security@agudapp.com
Privacy: privacy@agudapp.com
Support: support@agudapp.com
BY CLICKING “I ACCEPT,” THE TENANT AGREES TO THESE TERMS INCLUDING: Mandatory Arbitration (S16), Class Action Waiver (S16.5), Limitation of Liability (S12), Disclaimers (S10), Assumption of Risk (S11), Shared Responsibility (S9), User Categories & Licensing (S3), Electronic Signatures (S3.5), and Anti-Disparagement (S17).