Terms of Service

Agero, Inc. and its subsidiaries (including, Cross Country Motor Club, Inc., Cross Country Motor Club of California, Inc., Agero Services Corp., Agero Administrative Service Corp., Road America Motor Club and SwoopMe, Inc.) (collectively, “Agero”) have been providing quality services, benefits and programs to our clients, their customers, and our customers for over 50 years. We value the trust that our clients, their customers and our customers place in us. The terms “we,” “our,” and “us” in these Terms of Service refer to Agero. These Terms of Service and the Privacy Policy incorporated herein by this reference (collectively, “Terms of Service”), constitute a legal agreement between you and Agero. By accessing, browsing or using any of our applications, websites or other digital channels (collectively, the “Applications”), or using or receiving any services provided to you by or through Agero, you hereby expressly acknowledge and agree to be bound by these Terms of Service. If you do not agree to these Terms of Service, please do not browse, use or access services through our Applications.

IMPORTANT NOTICE: PLEASE NOTE THE ARBITRATION REQUIREMENT AND CLASS ACTION WAIVER SET FORTH BELOW, WHICH, SUBJECT TO SOME LIMITED EXCEPTIONS, REQUIRES YOU TO ARBITRATE CLAIMS YOU MAY HAVE AGAINST US ON AN INDIVIDUAL BASIS. ARBITRATION ON AN INDIVIDUAL BASIS MEANS THAT YOU WILL NOT HAVE, AND YOU WAIVE, THE RIGHT FOR A JUDGE OR JURY TO DECIDE YOUR CLAIMS, AND THAT YOU MAY NOT PROCEED IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE CAPACITY.

Intellectual Property Rights
Unless otherwise stated, the contents of our Applications including, but not limited to, the text, images and video contained therein, and their arrangement are the property of Agero. All trademarks, logos and service marks used or referred to in our Applications (collectively, “Trademarks”) are the property of their respective owners.

The Applications and the content provided in the Applications, including, but not limited to, text, images, buttons, html code, audio and video, may not be copied, reproduced, republished, uploaded, posted, transmitted, or distributed in any way, without the prior written consent of Agero, except that you may download, display, and print one copy of the materials on any single computer solely for your personal, non-commercial use. This permission is conditioned on your not modifying the content displayed, your keeping intact all copyright, Trademark, and other proprietary notices, and your acceptance of any terms, conditions, and notices accompanying the content or otherwise set forth in the Application. Notwithstanding the foregoing, any software, application and other materials that are made available for downloading, access, or other use from this Application with their own license terms, conditions, and notices will be governed by such terms, conditions, and notices. Except for the limited permission in the preceding paragraph, Agero does not grant you any express or implied rights or licenses under any patents, Trademarks, copyrights, or other proprietary or intellectual property rights. You may not mirror any of the content from this Application on another website or in any other media. Your use of the Trademarks displayed in the Applications, or any other content on the Applications, except as provided in these Terms of Service, is strictly prohibited. You are also advised that Agero will aggressively enforce its intellectual property rights to the fullest extent of the law, including the seeking of criminal prosecution.

Use of the Applications
You are prohibited from transmitting any information or providing any content that (a) infringes any third-party intellectual property, publicity or privacy rights, (b) violates any applicable law or regulation, (c) is defamatory, obscene, bigoted, profane, false, threatening, pornographic, inappropriate or unprofessional, (d) contains any viruses, Trojan horses, worms, time bombs, or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept, or expropriate any system, data, or personal information, or (e) is otherwise tortious or criminal. Subject to the foregoing, Agero believes that users should decide what information to transmit and what content to provide, and Agero does not generally make editorial determinations about your transmissions or any content you provide. However, Agero reserves the right to take any actions that it deems necessary or appropriate to minimize its liability arising from your transmissions or any content you provide, or to preserve its relationships with its service providers (including its Internet access providers). Agero will fully cooperate with any law enforcement authorities or court order requesting or directing Agero to disclose the identity of anyone posting any such information or content.

Notwithstanding the foregoing restrictions, nothing in this section or otherwise in these Terms of Service shall prohibit or restrict your ability to (i) make any statement protected by Cal. Civ. Code §1670.8; (ii) engage in a “covered communication” as defined by the Consumer Review Fairness Act, 15 U.S.C.A. §45b; or (iii) express or publish any review, performance assessment, or other similar analysis (collectively, “Reviews”) about Agero, its employees or agents, its services, or the Applications, to the extent that such Reviews are protected by applicable law.

Use by U.S. Government
The Applications and all materials, software and applications on the Applications are provided with “RESTRICTED RIGHTS.” Use, duplication, or disclosure by the U.S. Government is subject to restrictions as set forth in applicable laws and regulations. Use of the Applications and all materials, software and applications on the Applications by the U.S. Government constitutes acknowledgment of Agero’s proprietary rights in them.

Linking to the Applications
All links to the Applications must be approved in writing by Agero, except that Agero consents to links in which the link and the pages that are activated by the link do not: (a) create frames around any page on this website or use other techniques that alter in any way the visual presentation or appearance of any content within this site; (b) misrepresent your relationship with Agero; (c) imply that Agero approves or endorses you, your website, or your service or product offerings; or (d) present false or misleading impressions about or otherwise damage the goodwill associated with the Agero name or Trademarks. As a further condition to being permitted to link to this website, you agree that Agero may at any time, in its sole discretion, terminate permission to link to this website. In such event, you agree to immediately remove all links to this website and to cease using any Agero Trademark.

Links and External Websites
The Applications may contain links to and from other websites. Agero makes no representations whatsoever about any other website that you may have accessed from our Applications. Agero is not responsible for the privacy practices, content or availability of those websites and Agero denies any liability whatsoever for use of such websites. It is up to you to take precautions to ensure that whatever you select for your use is free of items of a destructive nature.

SMS Texting Terms and Conditions
Agero offers roadside and towing programs through which consumers may elect to receive text messages directly tied to the requested roadside or towing transaction. By electing to receive these text messages, Agero may respond with one or more text messages that directly relate to the roadside and towing service event, as well as with follow-up surveys related to the performance of the requested roadside or towing service. The content of the text messages will be directly tied to the requested roadside or towing transaction. You will not be enrolled in a “mailing list”. Message frequency varies. Agero may also offer a one-time text message program, through which you may elect to receive a one-time text message to assist with our ability to locate you in connection with your request for a roadside or towing event. Through the one-time text message program, you will not be enrolled in any recurring text message program or included on a text message “mailing list”. Agero may use an automatic dialing system to deliver the text messages to you. By your election to enroll in either, or both, the one-time text message program or the program for multiple text messages in connection with your service event, you give your consent to Agero to use an automatic dialing system to deliver text messages and automated calls to the telephone or cell phone number to which you have directed Agero to transmit these text messages. Use of SMS text messaging is not required as a condition of any purchase from Agero. Agero does not charge a separate fee for using the SMS service that is provided in connection with the roadside and/or towing service; however, message and data rates may apply from your mobile carrier. You agree to be fully responsible for all such charges, fees and amounts. Subject to the terms and conditions of your mobile carrier, you may receive text messages sent to your mobile phone. Participation in the programs on this short code is standard rated (no premium content). Agero will use reasonable efforts to deliver the automated text messages to the number you provide through compatible wireless carriers. Carriers and Agero are not liable for delayed or undelivered messages. The short code we use for some text messages may not be supported on all carriers. Agero reserves the right to alter or terminate this SMS service, in whole or in part, at any time without notice. The information in any message may be subject to certain time lags and/or delays. You are responsible for managing the types of SMS texts you receive. To stop receiving text messages, text STOP in a reply to the last text message received. By agreeing to receive the SMS service, you consent that following such a request to unsubscribe, you will receive one (1) final message from Agero confirming that you have unsubscribed to our system. Following such confirmation message, no additional text messages will be sent unless you re-activate your enrollment in the service. Your consent to future text messages through the service will be deemed to govern over an earlier action to unsubscribe.

Disclaimer of Warranties; Limitation on Liability
USE OF THE APPLICATIONS IS AT YOUR SOLE RISK AND THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE APPLICATIONS AND ALL MATERIALS, INFORMATION, PRODUCTS, SOFTWARE, PROGRAMS, AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. AGERO HEREBY DISCLAIMS TO THE FULLEST EXTENT PERMITTED BY LAW ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE APPLICATIONS AND ALL MATERIALS, INFORMATION, PRODUCTS, SOFTWARE, PROGRAMS, AND SERVICES ON THE APPLICATIONS, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, QUIET ENJOYMENT, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY AGERO OR AN AGERO AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY. WITHOUT LIMITATION, AGERO MAKES NO WARRANTY OR GUARANTEE THAT THE APPLICATIONS WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL AGERO BE LIABLE TO ANY PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY TYPE WHATSOEVER RELATED TO OR ARISING FROM THE APPLICATIONS OR ANY USE OF THE APPLICATIONS, OR OF ANY WEBSITE OR RESOURCE LINKED TO, REFERENCED, OR ACCESSED THROUGH THE APPLICATIONS, OR FOR THE USE OR DOWNLOADING OF, OR ACCESS TO, ANY MATERIALS, INFORMATION, PRODUCTS, OR SERVICES, INCLUDING, WITHOUT LIMITATION, ANY LOST PROFITS, BUSINESS INTERRUPTION, LOST SAVINGS OR LOSS OF PROGRAMS OR OTHER DATA, EVEN IF AGERO IS EXPRESSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS EXCLUSION AND WAIVER OF LIABILITY APPLIES TO ALL CAUSES OF ACTION, WHETHER BASED ON CONTRACT, WARRANTY, TORT, OR ANY OTHER LEGAL THEORIES. Some jurisdictions disallow the exclusion or limitation of liability for damages, so these limitations and exclusions may not apply to you. In no event shall Agero’s total liability to you for all damages (other than as may be required by applicable law in cases involving personal injury) exceed the amount of FIVE dollars ($5.00). The foregoing limitations will apply even if the above stated remedy fails of its essential purpose.

Indemnification
You agree to defend (at Agero’s option), indemnify, and hold Agero harmless from and against any and all liabilities, claims, damages, costs, and expenses, including attorneys’ fees and costs, arising from or related to your misuse of the Applications or any breach by you of these Terms of Service. We reserve the right, at our expense, to assume exclusive defense and control of any matter otherwise subject to indemnification by you and, in any case, you agree to cooperate with us if and as requested by us in the defense and settlement of such matter. In any case, you agree never to settle any matter for which your indemnification is required absent our prior written consent.

Dispute Resolution and Agreement to Arbitrate
By using the Applications, you and Agero agree that, if there is any controversy, claim, action, or dispute arising out of or related to your use of the Applications or the breach, enforcement, interpretation, or validity of these Terms of Service or any part of them (“Dispute”), both parties shall first try in good faith to settle such Dispute by providing written notice to the other party describing the facts and circumstances of the Dispute and allowing the receiving party thirty (30) days in which to respond to or settle the Dispute (each a “Notice”). All Notices must: (1) be personally signed by the party sending the Notice; (2) provide the party’s name, physical address, and email address; (3) describe with specificity the nature and basis of the Dispute, and include any documentation in your possession supporting the Dispute; and (4) set forth the alleged damage and harm suffered and the specific relief sought with a calculation for it. Each Notice is limited to a single Dispute between you and Agero. As such, your Dispute and the Disputes of other parties may not be combined into a single Notice.

Notices shall be sent to:

• Notice to Agero: You must send notice (1) by electronic mail to Legal@agero.com and (2) by first-class or certified mail to Agero, Attn: Chief Legal Officer, 400 River’s Edge Drive, Medford, MA 02155.
   
• Notice to You: We will send notice by (1) first class or certified mail to the physical address we have on file for you (if any) and (2) by electronic mail to the email address we have on file for you (if any). If we do not have a physical or email address on file for you, or if we are, for any reason, unable to provide notice via the contact information on file, we reserve the right to provide notice by such means as we deem reasonable.

Both you and Agero agree that the foregoing dispute resolution procedure (the “Informal Resolution Procedure”) is a condition precedent that must be satisfied before initiating any arbitration or litigation against the other party. If any aspect of the Informal Resolution Procedure has not been met, the parties agree that (xi) a court of competent jurisdiction can enjoin the filing or prosecution of any arbitration and (xii) unless prohibited by law, the arbitration administrator shall not accept or administer an arbitration or demand fees in connection with such arbitration.

IF ANY DISPUTE CANNOT BE RESOLVED BY THE ABOVE DISPUTE RESOLUTION PROCEDURE, YOU AGREE THAT SUCH DISPUTE WILL BE DECIDED BY BINDING ARBITRATION ON AN INDIVIDUAL BASIS. ARBITRATION ON AN INDIVIDUAL BASIS MEANS THAT YOU WILL NOT HAVE, AND YOU WAIVE, THE RIGHT TO HAVE A JUDGE OR JURY TO DECIDE YOUR CLAIMS, AND THAT YOU MAY NOT PROCEED IN A CLASS, CONSOLIDATED, COLLECTIVE OR REPRESENTATIVE CAPACITY. Other rights that you and we would otherwise have in court will not be available or will be more limited in arbitration, including discovery and appeal rights.

All such Disputes shall be exclusively submitted to the American Arbitration Association (“AAA”) (www.adr.org) for binding arbitration under its rules then in effect (as modified by this agreement to arbitrate), before one arbitrator to be mutually agreed upon by both parties. The arbitration shall be conducted in accordance with the Consumer Arbitration Rules if it is determined by AAA or the arbitrator that these standards are applicable to the Dispute. The location of any hearings will be determined by the applicable AAA rules, provided that if the claim is for $10,000 or less, you may choose to have the arbitration conducted (1) solely on the basis of the documents submitted to the arbitrator or (2) through a non-appearance based hearing by teleconference or videoconference.

The arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any Dispute arising under or relating to the interpretation, applicability, enforceability, or formation of these Terms of Service, including any claim that all or any part of these Terms of Service are void or voidable. For the avoidance of doubt, you and Agero agree that the arbitrator shall have the exclusive power to rule on his or her own jurisdiction, including any objections with respect to the existence, scope, or validity of this agreement to arbitrate or the arbitrability of any claim or counterclaim. The arbitrator may award (on an individual basis) any relief that would be available in a court. The award rendered by the arbitrator may be confirmed and enforced in any court having jurisdiction thereof.

Notwithstanding the foregoing, in lieu of arbitration either you or Agero may (1) bring an individual claim or elect to resolve a Dispute in small claims court in the United States consistent with any applicable jurisdictional and monetary limits that may apply and (2) file an individual claim in court to enjoin the infringement or other misuse of its intellectual property rights, provided that any such claim is brought and maintained on an individual basis. Providers of towing and roadside assistance services must bring any claims as set forth in the Service Provider – Terms and Conditions for Services.

Changes to these Terms of Service
Please note that we will periodically make changes to these Terms of Service and we reserve the right to change these Terms of Service at any time. We will alert you that changes have been made by indicating at the top of these Terms of Service the date it was last updated. It is your responsibility to review these Terms of Service frequently and remain informed about any changes to it, so we encourage you to visit this page often. These Terms of Service take precedence over any previous terms of service that we have issued related to our Applications and your continued use of our Applications constitutes your acceptance of any amendments to and the most recent version of these Terms of Service. Agero may also make improvements or changes in the products, services, or programs described in our Applications at any time without notice.

Term and Termination
You may terminate your access to our Applications at any time. Your failure to comply with these Terms of Service, or any other terms, conditions or notices included in the Applications will result in automatic termination of any rights granted to you, without prior notice, and you must immediately destroy all copies of downloaded materials in your possession or control. The sections titled Intellectual Property Rights (except for your permission to use the Applications), Disclaimer of Warranties; Limitations on Liability, Dispute Resolution and Agreement to Arbitrate, and Miscellaneous, and any voluntary submissions and any other provisions of these Terms of Service that, either explicitly or by their nature, must remain in effect even after termination of these Terms of Service shall survive the termination of these Terms of Service.

Miscellaneous
These Terms of Service and any action related to them shall be governed, controlled, interpreted and defined by and under the laws of the Commonwealth of Massachusetts. The exclusive jurisdiction and venue of any action with respect to the subject matter of this website or these Terms of Service shall be in the state courts of the Commonwealth of Massachusetts. No amendment to or modification of these Terms of Service will be binding unless in writing and signed by Agero. Additional or different terms, conditions, and notices may apply to specific materials, information, products, software, and services offered through this Application. In the event of any conflict, such additional or different terms, conditions, and notices will prevail over these Terms of Service. Please see the applicable agreement or notice.

Our failure to act with respect to a breach by you or others does not waive our right to act with respect to a subsequent or similar breach or breaches. If Agero does not exercise or enforce any legal right or remedy which is contained in these Terms of Service (or which Agero has the benefit of under any applicable law or regulation), such action or inaction shall not be taken to be a formal waiver of Agero’s rights, and all such rights or remedies shall still be available to Agero.

If any provision of these Terms of Service is held to be invalid by a court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms of Service, which shall remain in full force and effect.

You may not assign, transfer, or sublicense any or all of your rights or obligations under these Terms of Service without our express prior written consent. We may assign, transfer, or sublicense any or all of our rights or obligations under these Terms of Service without restriction.

These Terms of Service do not, and shall not be construed to, create any partnership, joint venture, employer-employee, agency, or franchisor-franchisee relationship between you and Agero. There are no intended third party beneficiaries to these Terms of Service.

Notice to California Residents: You may reach Agero at the contact information provided below in the “Questions or Comments” section. California residents may also reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by mail at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.

Questions or Comments
Should you have any questions or comments relating to these Terms of Service, please contact us at:

Postal Address: 
Agero/Swoop,
PO BOX 9105,
Medford, MA 02155
Attention: Legal/Consumer Privacy Inquiries Mailbox

Email: consumerprivacyinquiries@agero.com.

Cross Country Motor Club, Inc., Cross Country Motor Club of California, Inc., Agero Administrative Service Corp., Agero Services Corp., and SwoopMe, Inc. are subsidiaries of Agero, Inc. ©2024 Agero, Inc. All rights reserved.