NextAgency Terms of Service

1. Agreement, Authority, and Scope

1.1 Services

“Services” means NextAgency, NextCommission Solo, their mobile applications, and related Take 44-hosted add-ons, features, products, and services. A separate website terms document applies to visitors to Take 44’s public marketing websites.

1.2 Acceptance and Agency Authority

Agency accepts this Agreement when an individual acting for Agency accepts it electronically, begins a paid subscription, or accesses or uses the Services after being presented with these terms. The individual represents that the individual is at least 18 years old and has authority to bind Agency. Agency is responsible for its Users and for ensuring that individuals authorized to administer its account have authority appropriate to their role.

This version applies beginning September 1, 2026 to new subscriptions and to Agencies that affirmatively accept it on or after that date. For an existing Agency receiving notice of this version as a material amendment, it becomes effective on the date stated in the notice in accordance with Section 14.2.

1.3 Incorporated Documents and Order of Priority

The applicable subscription selection, accepted order or Statement of Work, Privacy Policy, Mutual Non-Disclosure Agreement (“NDA”), and, when applicable, Business Associate Agreement (“BAA”) are incorporated into this Agreement. If they directly conflict, the following order controls only as to the conflicting subject: (a) the BAA for Protected Health Information (“PHI”); (b) an accepted order or Statement of Work for its specific commercial scope and price; (c) this TOS; (d) the NDA for confidentiality; and (e) the Privacy Policy. A more specific provision governs a more general provision unless that result would reduce an obligation imposed by the BAA or applicable law.

1.4 United States–Only Service

The Services are offered only to agencies located and conducting business in the United States. Agency represents that it is located and conducting business in the United States and is not obtaining the Services for operations located outside the United States. Agency will not use the Services or submit information in a manner that subjects Take 44 to the GDPR, UK GDPR, or another non-U.S. privacy or data-protection law without Take 44’s prior written approval. Take 44 may reject, suspend, or terminate an account if Take 44 reasonably determines that Agency’s location or use violates this Section or creates non-U.S. legal obligations. Temporary access by a U.S.-based User while traveling does not, by itself, violate this Section.

2. License, Accounts, and Administration

2.1 Limited Right to Use

Subject to this Agreement and payment of all applicable fees, Take 44 grants Agency a limited, nonexclusive, nontransferable, revocable right during the subscription term to permit its authorized Users to access and use the Services for Agency’s internal business purposes.

2.2 Accounts and Security

Agency will provide accurate account information, keep administrative and billing contacts current, protect credentials, and promptly notify Take 44 of suspected unauthorized access. Accounts may not be shared except through functionality expressly provided by the Services. Agency is responsible for activity under its accounts except to the extent caused by Take 44’s breach of this Agreement.

2.3 Agency Administrators

An “Agency Administrator” is a User designated or permitted by Agency to exercise administrative authority. By assigning that role or allowing a User to use an Agency Administrator account, Agency expressly authorizes that User to act for and bind Agency in connection with the Services, including to manage Users and permissions; authorize support access; receive notices; add or remove User seats; purchase, activate, modify, or cancel subscriptions, add-ons, integrations, optional services, and other paid features; approve Statements of Work, changes in scope, and related charges; change subscription or billing selections; and electronically accept agreements, amendments, and other terms.

Agency is responsible for, and is bound by, every action, purchase, approval, instruction, and electronic acceptance made by an Agency Administrator or through an Agency Administrator account, even if the action exceeds the administrator’s actual authority under Agency’s internal policies, violates Agency’s instructions, or is alleged by Agency to have been unauthorized, dishonest, or fraudulent. Take 44 may rely on the authority associated with that role without investigating Agency’s ownership, licensing, internal approvals, spending limits, or restrictions unless Take 44 has expressly agreed to a limitation in writing or has actual knowledge that the particular action is unauthorized.

Agency is solely responsible for selecting and supervising its Agency Administrators, protecting their credentials, reviewing account activity and charges, restricting their permissions, and promptly removing or limiting their authority. Agency must promptly notify Take 44 after discovering suspected misuse or compromise. Removal, limitation, or notice operates prospectively and does not invalidate an action or charge previously made through the administrator’s account. An Agency Administrator need not be a licensed insurance broker, an owner of Agency, or Agency’s billing contact.

2.4 Changes to Services

Take 44 may add, modify, replace, suspend, or discontinue any feature, functionality, integration, component, infrastructure, or service provider at any time. Take 44 may determine the timing, nature, and extent of any change in its discretion and does not guarantee that any particular feature, integration, functionality, or third-party compatibility will remain available. A change to the Services does not entitle Agency to a refund, credit, damages, or other compensation, except as expressly required by applicable law. Take 44 may provide advance notice or a transition period when Take 44 determines it is commercially reasonable to do so.

3. Agency Data

3.1 Ownership

As between the Parties, Agency owns data, documents, communications, and other content submitted to or maintained in the Services by or for Agency (“Agency Data”). Take 44 owns the Services, software, documentation, workflows, designs, improvements, usage know-how, and related intellectual property.

3.2 Permission to Process Agency Data

Agency grants Take 44 and its service providers the limited rights necessary to host, copy, transmit, display, organize, analyze, secure, back up, support, and otherwise process Agency Data to provide, maintain, improve, protect, bill for, and administer the Services; comply with law; and enforce this Agreement. Processing of PHI is additionally governed by the BAA.

3.3 Agency Responsibility

Agency represents that it has all rights, notices, permissions, and lawful bases necessary to submit and process Agency Data and to direct Take 44 and Agency-authorized integrations to process it. Agency is responsible for the legality, accuracy, quality, and retention of Agency Data and for configuring User access appropriately.

3.4 Agency Clients and Prospects

Take 44 will not use Agency Data to market or solicit products or services directly to Agency’s clients or prospects for Take 44’s own account. This does not prevent Take 44 from communicating with a person who independently has a direct relationship with Take 44 or from using aggregated or de-identified information that does not identify Agency, its Users, clients, or prospects.

4. Acceptable Use and Protection of the Services

Agency and Users will not: (a) violate law or another person’s rights; (b) introduce malware or interfere with the Services; (c) bypass access, security, usage, or technical restrictions; (d) access another customer’s data without authorization; (e) rent, resell, sublicense, or provide the Services as a service bureau except as Take 44 expressly permits; (f) copy, modify, reverse engineer, decompile, disassemble, or attempt to derive source code, nonpublic architecture, or underlying ideas except to the limited extent applicable law prohibits this restriction; (g) use nonpublic access, screenshots, documentation, pricing, performance information, or other Take 44 Confidential Information to benchmark, copy, or develop a competing product or service; or (h) give a competitor access to the Services for any prohibited purpose described in this Section.

A “Permitted Integration” means an integration, API connection, or other interoperability method that Take 44 makes generally available to customers or expressly authorizes in writing, used only through the access methods and for the purposes permitted by Take 44.

Nothing in this Section prohibits Agency’s ordinary use of a Permitted Integration or its disclosure of information to an Agency-authorized service provider solely as reasonably necessary to support Agency’s permitted use of the Services. Such access must comply with Take 44’s documentation, technical restrictions, and this Agreement and may not be used for benchmarking, copying, reverse engineering, competitive development, or another prohibited purpose. An integration provider is not disqualified merely because it offers a product or service that overlaps with a Take 44 offering. Take 44 may investigate suspected misuse and may modify, restrict, suspend, or discontinue an integration or related access at any time.