Terms of Service

1. Definitions

As used in this Terms of Service and Master Services Agreement (the "Agreement"), the following capitalized terms shall have the meanings ascribed to them below:

• "Company," "we," "us," or "our" means AgentTech I/O, Inc., a corporation organized and existing under the laws of the State of Nevada, together with its officers, directors, employees, agents, affiliates, successors, and assigns. AgentTech I/O, Inc. is a subsidiary of Solved Telephony, which is in turn a subsidiary of Solved Ventures.
• "Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with Company, including Solved Ventures, Solved Telephony, Solved Enrollment, Solved Marketing, Solved Solutions, and Solved Insurance (collectively, the "Solved Family").
• "Customer," "you," or "your" means the individual or legal entity that accesses or uses the Service, including all Authorized Users under Customer's account.
• "Agency" means the business entity registered as the account holder on the Platform, including any insurance agency, call center, field marketing organization, independent marketing organization, or other organization utilizing the Service.
• "Agent" or "Authorized User" means any individual granted access to the Service under Customer's account or within Customer's Tenant, including employees, contractors, Producers, and representatives of the Agency and of any Downline Agency.
• "End User" means any individual who interacts with Customer through the Service, including called parties, text message recipients, prospective and current policyholders, and other third parties.
• "Service" or "Platform" means the cloud-based software-as-a-service platforms provided by Company, including the AgentTech Dialer; AgentTech 360 and each of its Workspaces; the AgentTech Dialer mobile application, whether delivered as a Progressive Web App or through an app store; white-label Tenant domains; and all features, functionality, APIs, integrations, AI-powered tools, WebRTC-based communications, Documentation, and related services provided by Company.
• "AgentTech 360" means Company's multi-tenant agency management platform for insurance distribution organizations, which includes the Workspaces described in the Documentation, including Home, CRM, Telephony, Commissions, Contracting, Quote and Enroll, Network, Analytics, Call Marketplace and Routing, and Admin.
• "Workspace" or "Module" means a functional area of AgentTech 360 that may be licensed together with the rest of AgentTech 360 or, where Company offers it, on a standalone basis (for example, the Commissions Module).
• "Tenant" means a logically isolated instance of AgentTech 360 provisioned for a Customer, at the root of which sits the Customer's organization and beneath which the Customer's Downline Agencies and Producers are organized.
• "FMO" or "IMO" means a field marketing organization or independent marketing organization that contracts with insurance carriers and distributes insurance products through a network of agencies and producers.
• "Downline Agency" means an agency, sub-agency, or other organization placed beneath Customer within Customer's Tenant hierarchy, whether or not it is a separate legal entity from Customer.
• "Producer" means a licensed insurance producer who sells, solicits, or negotiates insurance within Customer's Tenant, whether as a field broker working an independent book of business or as a call center agent working queues, and whether engaged as an employee or as an independent contractor of Customer or a Downline Agency.
• "Agency Path" or "Hierarchy" means the tree structure within a Tenant that determines which agencies, Producers, records, and data each Authorized User may access.
• "Carrier" means an insurance company or other issuer of insurance products with which Customer, a Downline Agency, or a Producer is contracted or seeks to be contracted or appointed.
• "Carrier Statement" means a commission, production, or remittance statement issued by a Carrier and imported into the Commissions Workspace.
• "Commission Data" means all data relating to compensation for the sale of insurance, including Carrier Statements, commission schedules, compensation templates, hierarchies, splits, overrides, advances, as-earned balances, chargebacks, payout cycles, and payout records.
• "Payee" means a Producer, Downline Agency, or other person or entity designated by Customer within the Commissions Workspace to receive a Payout.
• "Payout" means a disbursement of commission funds from Customer to a Payee that Customer approves within the Commissions Workspace and that is executed by a Payout Processor on Customer's instruction.
• "Payout Processor" means the third-party payment processor, payment facilitator, or financial institution through which Payouts are executed.
• "Producer Data" means all data relating to a Producer that is submitted to or generated by the Contracting Workspace or otherwise processed for licensing, appointment, or compensation purposes, including name, National Producer Number, date of birth, Social Security or taxpayer identification number, license and line-of-authority records, appointment records, NIPR Producer Database reports, continuing education and product training certificates, errors and omissions coverage details, FINRA registration data, background screening results, tax forms, bank account and electronic funds transfer details, electronic signatures, and uploaded documents.
• "NIPR" means the National Insurance Producer Registry and its Producer Database and related services.
• "Consumer Report" has the meaning given in the Fair Credit Reporting Act and includes any background screening report obtained on a Producer through or in connection with the Contracting Workspace.
• "Marketplace" means the AgentTech Dialer Marketplace and the Call Marketplace and Routing Workspace, through which Publishers offer Campaigns and agencies and Buyers acquire calls and leads.
• "Publisher" means a person or entity that generates and delivers calls or leads to the Marketplace or to a Customer's queues.
• "Buyer" means a person or entity, including a Customer's own queues, that receives calls or leads through a Campaign.
• "Campaign" means a Marketplace offering under which a Publisher delivers calls or leads to one or more Buyers at defined economics, including bid range, cost per call, and daily caps.
• "Beta Feature" means any feature, Workspace, or Module that Company designates as beta, private beta, preview, early access, or similar, including, as of the Effective Date, the Contracting Workspace and the Marketplace.
• "Sensitive Personal Information" means Social Security and taxpayer identification numbers, driver's license and other government identifiers, financial account and payment card numbers, account credentials, PHI and other health information, Consumer Reports, and any other category of personal information designated as sensitive under Applicable Law.
• "De-identified Data" means data that has been processed so that it cannot reasonably be used to infer information about, or otherwise be linked to, an identified or identifiable Customer, Tenant, Authorized User, Producer, End User, or other individual, and that Company maintains and uses only in de-identified form in accordance with Applicable Law.
• "Software" means the proprietary software, code, algorithms, AI models, machine learning systems, and technology underlying and comprising the Service.
• "Customer Data" means all data, information, and content submitted, uploaded, transmitted, or otherwise provided by or on behalf of Customer through the Service, including Customer Input Data and Platform Data.
• "Customer Input Data" means the raw data that Customer directly inputs, uploads, or imports into the Service, including contact lists, lead data, CRM records, custom field entries, knowledge base content, and AI Agent configurations.
• "Platform Data" means all data generated through, derived from, or arising out of Customer's use of the Service, including call recordings, call detail records, transcriptions, voicemail recordings and transcriptions, SMS messages, email communications, compliance analysis results, compliance scores, AI-generated outputs, usage logs, session data, metadata, and all analytics and telemetry data.
• "Derivative Data" means any data derived from, based upon, or created using Customer Data or Platform Data, including AI-generated analyses, compliance scores, transcriptions, call summaries, sentiment analyses, coaching recommendations, statistical outputs, benchmarks, and insights.
• "Aggregated Data" means Customer Data or Platform Data that has been aggregated, anonymized, or de-identified such that it cannot reasonably be used to identify Customer, any Authorized User, or any individual.
• "AI-Generated Data" means all outputs, analyses, scores, recommendations, transcriptions, summaries, and content produced by Company's artificial intelligence and machine learning systems in connection with the Service.
• "Confidential Information" means all non-public information disclosed by one party to the other in connection with this Agreement, including business plans, technology, pricing, customer lists, and proprietary data, whether disclosed orally, in writing, or electronically.
• "Documentation" means the user guides, help center articles, API documentation, and other instructional materials made available by Company in connection with the Service.
• "Intellectual Property" means all patents, copyrights, trademarks, trade secrets, know-how, moral rights, and all other intellectual property rights, whether registered or unregistered.
• "Subscription Term" means the period during which Customer has an active, paid subscription to the Service.
• "Fees" means all subscription fees, usage-based charges, and other amounts payable by Customer under this Agreement.
• "Wallet" means the prepaid balance maintained by Customer on the Platform for usage-based charges, including VoIP minutes, SMS and MMS messages, AI transcription, AI Agent voice minutes, AI Mock Call minutes, AI compliance analysis, Marketplace Campaign charges, and other metered services.
• "Applicable Law" means all applicable federal, state, and local laws, statutes, regulations, ordinances, rules, orders, and governmental requirements, including without limitation the Telephone Consumer Protection Act ("TCPA"), including the Federal Communications Commission's 2024 declaratory ruling that AI-generated voices are "artificial" voices under the TCPA; the Telemarketing Sales Rule ("TSR"); Federal Communications Commission ("FCC") rules; Federal Trade Commission ("FTC") rules; the Health Insurance Portability and Accountability Act ("HIPAA"); Centers for Medicare & Medicaid Services ("CMS") rules and marketing guidelines; the Fair Credit Reporting Act ("FCRA") and state consumer reporting laws; the Gramm-Leach-Bliley Act ("GLBA") and state insurance privacy laws; the Electronic Signatures in Global and National Commerce Act ("ESIGN") and state Uniform Electronic Transactions Acts; the NACHA Operating Rules; state insurance producer licensing, appointment, and record-keeping laws; state anti-rebating, commission-sharing, and unfair trade practice laws; the terms of use of NIPR; state insurance regulations; state telecom regulations; state laws governing the disclosure of automated or artificial-intelligence systems in consumer communications; the Do Not Call ("DNC") registry requirements; and all other Regulatory Requirements.
• "PHI" means Protected Health Information as defined under HIPAA.
• "BAA" means a Business Associate Agreement as required under HIPAA.
• "Effective Date" means the date on which Customer first accesses or uses the Service or creates an account, whichever occurs first.

2. Acceptance and Binding Agreement

2.1. By accessing, browsing, or using the Service, by clicking "I Agree," "Sign Up," or any similar affirmative mechanism, or by creating an account on the Platform, Customer acknowledges that Customer has read, understood, and agrees to be legally bound by the terms and conditions of this Agreement. If Customer does not agree to all terms of this Agreement, Customer must immediately cease all use of the Service.

2.2. Customer represents and warrants that the individual accepting this Agreement is at least eighteen (18) years of age and has the legal authority to bind Customer (including any Agency, corporation, partnership, limited liability company, or other legal entity) to this Agreement. If Customer is accepting this Agreement on behalf of a legal entity, Customer represents and warrants that Customer is an authorized representative of such entity with full power and authority to bind such entity.

2.3. This Agreement, together with any Order Forms, addenda, or supplemental terms expressly incorporated herein by reference, constitutes the entire agreement between Customer and Company with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements, representations, warranties, and understandings, whether written, oral, or implied.

2.4. In the event of any conflict or inconsistency between this Agreement and any marketing materials, website content, blog posts, promotional materials, Documentation, or other communications by Company, the terms of this Agreement shall control and take precedence in all respects.

3. Account Registration, Eligibility, and Security

3.1. Eligibility. The Service is available only to legal business entities and individuals who are at least eighteen (18) years of age and are capable of forming a binding contract under Applicable Law. By registering for an account, Customer represents and warrants that Customer meets all eligibility requirements.

3.2. Registration Information. Customer shall provide complete, accurate, and current information during the registration process and shall promptly update such information to maintain its accuracy. Customer acknowledges that Company may rely on the accuracy of such information. Provision of false, inaccurate, or misleading registration information constitutes a material breach of this Agreement.

3.3. Account Security. Customer is solely responsible for maintaining the confidentiality and security of Customer's account credentials, including usernames, passwords, and authentication tokens. Customer shall implement reasonable security measures to prevent unauthorized access to Customer's account, including but not limited to the use of strong passwords and the safeguarding of login credentials across all devices and sessions.

3.4. Responsibility for Account Activity. Customer shall be solely responsible for all activities that occur under Customer's account, including activities of all Authorized Users, Agents, and any third party who accesses the Service using Customer's credentials, whether or not such access was authorized by Customer. Customer agrees that Company shall have no liability for any loss or damage arising from Customer's failure to maintain the security of Customer's account.

3.5. Unauthorized Access. Customer shall notify Company immediately in writing at legal@agenttech.io upon becoming aware of any unauthorized access to or use of Customer's account. Company reserves the right, in its sole discretion, to suspend or terminate any account that Company reasonably believes has been compromised or is being used in violation of this Agreement.

4. Grant of License

4.1. License Grant. Subject to Customer's compliance with all terms and conditions of this Agreement and timely payment of all Fees, Company hereby grants to Customer a limited, non-exclusive, non-transferable, non-sublicensable (except as expressly permitted in Section 4.4), revocable right and license to access and use the Service during the Subscription Term solely for Customer's business operations, including the operation of Customer's insurance distribution network within Customer's Tenant, in accordance with the Documentation and this Agreement.

4.2. License Restrictions. The license granted herein does not include any right to: (a) access or use the source code, object code, algorithms, AI models, or underlying technology of the Software; (b) modify, adapt, translate, reverse engineer, decompile, disassemble, or create derivative works based on the Software; (c) sublicense, resell, distribute, or otherwise transfer the Service to any third party, except as expressly permitted in Section 4.4; (d) use the Service in a service bureau or time-sharing arrangement; or (e) remove, alter, or obscure any proprietary notices, labels, or markings on the Service.

4.3. Reservation of Rights. Company reserves all rights not expressly granted to Customer under this Agreement. No implied licenses are granted by Company under this Agreement, whether by estoppel, implication, exhaustion, or otherwise.

4.4. Tenant Access for Downline Agencies and Producers. Where Customer licenses AgentTech 360, Customer may provision access to the Service within Customer's Tenant for Downline Agencies and Producers, including Downline Agencies that are separate legal entities and Producers engaged as independent contractors, solely for the purpose of operating Customer's insurance distribution network. Each such Downline Agency and Producer is an Authorized User of Customer. Customer shall (a) ensure that each Authorized User is bound by written terms at least as protective of Company as this Agreement; (b) remain fully responsible and liable for all acts and omissions of its Authorized Users as if they were Customer's own; and (c) promptly deprovision any Authorized User who ceases to be part of Customer's distribution network. Provisioning access under this Section 4.4 does not constitute a resale, sublicense, or service bureau use prohibited by Section 4.2.

5. Subscription Fees, Billing, and Payment

5.1. Platform Fees. Customer shall pay the subscription fees set forth in the applicable pricing schedule or Order Form, which may consist of: (a) a per-seat monthly subscription fee for each Authorized User seat on the AgentTech Dialer; (b) a Tenant-level or organization-level fee for AgentTech 360, quoted per organization based on factors including hierarchy size, number of Producers, and Carrier Statement volume; and (c) per-Module fees for any Workspace licensed on a standalone basis, including the Commissions Module. Unless the Order Form provides otherwise, subscription fees are billed in advance on a monthly basis.

5.2. Usage-Based Charges. In addition to subscription fees, Customer shall pay usage-based charges for the following metered services, billed at Company's then-current rates: (a) VoIP calling minutes (inbound and outbound); (b) SMS and MMS text messages; (c) AI transcription hours; (d) AI Agent voice minutes, including AI Voice Agents deployed as receptionists, qualifiers, or outbound agents; (e) AI Mock Call minutes; (f) AI compliance analysis, billed per call analyzed; (g) phone number provisioning and maintenance; (h) Marketplace Campaign charges, including per-call or per-lead charges at the economics of each Campaign to which Customer subscribes; (i) Payout processing fees, where disclosed in the Order Form or the Platform; and (j) such other metered services as Company may offer from time to time.

5.3. Prepaid Wallet. Usage-based charges shall be deducted from Customer's prepaid Wallet balance. Customer is responsible for maintaining a sufficient Wallet balance to support continued use of metered services. In the event Customer's Wallet balance reaches zero or is insufficient to cover applicable charges, Company may, in its sole discretion, suspend Customer's access to any or all usage-based features without notice or liability. All Wallet credits are non-refundable and non-transferable.

5.4. Auto-Recharge. Customer may authorize automatic Wallet recharges via a stored payment method. By enabling auto-recharge, Customer irrevocably authorizes Company to charge Customer's designated payment method automatically when the Wallet balance falls below Customer's configured threshold, in the amount specified by Customer. Customer may disable auto-recharge at any time through the Platform, provided that disabling auto-recharge does not relieve Customer of any outstanding payment obligations.

5.5. Price Modifications. Company reserves the right to modify its pricing at any time upon not less than thirty (30) days' prior written notice to Customer. Continued use of the Service following the effective date of a price modification constitutes Customer's acceptance of the modified pricing. If Customer does not agree to the modified pricing, Customer's sole and exclusive remedy is to terminate this Agreement prior to the effective date of the price change.

5.6. Taxes. All Fees are exclusive of, and Customer shall be solely responsible for, all applicable sales taxes, use taxes, value-added taxes, excise taxes, duties, levies, telecommunications surcharges, universal service fund contributions, regulatory fees, and all other governmental charges and assessments imposed on or in connection with Customer's use of the Service, excluding only taxes based on Company's net income.

5.7. Late Payment. Any amounts not paid when due shall accrue interest at a rate of one and one-half percent (1.5%) per month, or the maximum rate permitted by the laws of the State of Nevada, whichever is less, calculated from the date such payment was due. Company may suspend Customer's access to the Service upon five (5) calendar days' written notice of non-payment, without liability and without waiving any other rights or remedies available under this Agreement or at law.

5.8. No Refunds. Except as expressly set forth in a separately executed written agreement, all Fees paid are non-refundable. Without limiting the foregoing, there shall be no refunds or credits for: (a) partial months of service; (b) unused seat licenses; (c) unused Wallet balances; (d) downgraded accounts; (e) terminated accounts, regardless of the reason for termination; or (f) any other reason.

5.9. Disputed Charges. Customer must notify Company in writing of any disputed charges within thirty (30) calendar days of the date such charges appear on Customer's account or payment method statement. Failure to dispute charges within such period shall constitute Customer's irrevocable acceptance and waiver of any right to dispute such charges.

5.10. Marketplace Billing. For Campaigns to which Customer subscribes through the Marketplace: (a) Company acts as merchant of record and issues Customer a single consolidated invoice or Wallet deduction covering all Marketplace Campaign charges, and Customer shall have no direct payment obligation to any Publisher; (b) Campaign charges accrue per call or per lead delivered at the economics displayed for the Campaign at the time of delivery and are deducted from Customer's Wallet or invoiced as set forth in the Platform; (c) Customer may dispute an individual Marketplace call or lead through the Platform's dispute function within seven (7) calendar days of delivery, after which the call or lead is deemed accepted; disputes are resolved by Company on the basis of the shared performance scorecard, the recording, the transcript, and the compliance score, and Company's determination is final for billing purposes; (d) Company pays Publishers on a schedule set by Company, and Customer's payment obligations to Company are not conditioned on any Publisher's performance beyond the dispute process in clause (c); and (e) Company may pause any Campaign, and may suspend Customer's Marketplace access, if Customer's Wallet balance is insufficient to cover accrued Campaign charges.

6. Service Availability and Performance

6.1. The Service is provided on an "AS AVAILABLE" basis. Company does not guarantee continuous, uninterrupted, or error-free operation of the Service. Company makes no commitment regarding service availability, uptime percentages, or performance benchmarks, unless expressly set forth in a separately executed Service Level Agreement addendum signed by an authorized officer of Company.

6.2. Company may, from time to time, perform scheduled and unscheduled maintenance on the Platform, which may result in temporary service interruptions. Company shall use commercially reasonable efforts to provide advance notice of scheduled maintenance, but shall have no obligation to do so for emergency or urgent maintenance.

6.3. Company reserves the right, in its sole discretion and without liability, to modify, update, enhance, suspend, or discontinue any feature, functionality, or aspect of the Service at any time, with or without notice. Company shall have no liability to Customer or any third party for any modification, suspension, or discontinuance of the Service or any feature thereof.

6.4. Beta Features. Company may make Beta Features available to Customer, including, as of the Effective Date, the Contracting Workspace and the Marketplace. Beta Features are provided for evaluation purposes, are provided "AS IS" and "AS AVAILABLE" without any warranty or service level commitment, may contain errors or produce inaccurate results, may be modified, restricted, or withdrawn by Company at any time without notice, and may be subject to additional terms presented within the Platform. Customer's use of Beta Features is at Customer's sole risk. Company may, but is not obligated to, migrate data from a Beta Feature to a generally available version. Customer shall not rely on any Beta Feature for any regulatory filing, Carrier submission, licensing determination, or payment without independent verification.

7. Force Majeure

Neither party shall be liable for any failure or delay in the performance of its obligations under this Agreement (except for payment obligations) to the extent that such failure or delay is caused by circumstances beyond such party's reasonable control, including but not limited to: acts of God; pandemic; epidemic; fire; flood; earthquake; hurricane; tornado; severe weather; war; armed conflict; terrorism; insurrection; riot; civil disturbance; cyberattack; distributed denial-of-service (DDoS) attack; ransomware attack; government action; embargo; sanction; regulatory change; change in law; telecommunications carrier outage; internet service disruption; power failure; infrastructure failure; natural disaster; labor dispute; strike; shortage of materials; supply chain disruption; or any other cause beyond the reasonable control of the affected party (each, a "Force Majeure Event"). The affected party shall provide prompt written notice of the Force Majeure Event and shall use commercially reasonable efforts to mitigate the effects thereof.

8. Acceptable Use Policy and Prohibited Conduct

8.1. Customer shall use the Service only in compliance with this Agreement, all Applicable Law, and all applicable Regulatory Requirements. Without limiting the foregoing, Customer shall not, and shall ensure that its Authorized Users do not, engage in any of the following prohibited conduct:

• (a) Use the Service in any manner that violates the TCPA, TSR, FCC regulations, FTC regulations, CMS rules, state telecommunications laws, state insurance regulations, DNC requirements, or any other Applicable Law;
• (b) Engage in illegal robocalling, auto-dialing without proper prior express consent, unsolicited commercial calls, unsolicited text messages, or any form of spam;
• (c) Fail to obtain, maintain, and produce upon request valid prior express written consent records for all outbound calls and text messages as required by Applicable Law;
• (d) Fail to scrub call and text lists against the National Do Not Call Registry, applicable state DNC registries, and Customer's internal DNC list prior to initiating communications;
• (e) Initiate calls or text messages outside permitted hours under federal and applicable state calling-time restrictions;
• (f) Transmit, store, or process any PHI through the Service without a duly executed BAA between Customer and Company;
• (g) Use the Service for harassment, stalking, threats, intimidation, fraud, deception, impersonation, or caller ID spoofing with intent to defraud, cause harm, or wrongfully obtain anything of value;
• (h) Use the Service as a replacement for or substitute for traditional telephone service, including 911 or E911 emergency services. THE SERVICE IS NOT DESIGNED, INTENDED, OR CAPABLE OF PLACING OR ROUTING CALLS TO 911 OR ANY EMERGENCY SERVICE. COMPANY SHALL HAVE NO LIABILITY WHATSOEVER FOR ANY INABILITY TO ACCESS EMERGENCY SERVICES THROUGH THE PLATFORM;
• (i) Resell, sublicense, redistribute, or otherwise make the Service available to any third party without Company's prior written consent;
• (j) Reverse engineer, decompile, disassemble, decrypt, or otherwise attempt to derive the source code, algorithms, or underlying technology of the Software, except to the extent expressly permitted by Applicable Law notwithstanding this restriction;
• (k) Introduce any virus, worm, Trojan horse, ransomware, malware, or other malicious or destructive code into the Platform;
• (l) Engage in excessive API usage, rate abuse, automated scraping, or deliberate system overloading that impairs the performance, stability, or availability of the Platform for other customers;
• (m) Use the Service in any manner that could damage, disable, overburden, or impair the Platform or interfere with any other party's use and enjoyment of the Service;
• (n) Attempt to gain unauthorized access to any systems, networks, servers, or accounts associated with the Platform;
• (o) Use the Service to store or transmit any content that is unlawful, defamatory, obscene, pornographic, or otherwise objectionable;
• (p) Assist, facilitate, or encourage any third party in engaging in any of the foregoing prohibited conduct;
• (q) Submit, or permit any Producer or Downline Agency to submit, false, incomplete, or misleading Producer Data, including any misrepresentation of identity, National Producer Number, license status, appointment status, continuing education or product training completion, errors and omissions coverage, or background history; forge, copy, or reuse any electronic signature without the signer's authorization; or submit a contracting packet to a Carrier that Customer knows is not in good order;
• (r) Use the Commissions Workspace to calculate, route, or pay compensation to any person who is not licensed and appointed as required by Applicable Law, to pay or receive compensation in violation of state anti-rebating, commission-sharing, or unfair trade practice laws, to conceal or misstate compensation from a Carrier, Payee, or regulator, or to structure Payouts so as to evade tax reporting or anti-money-laundering obligations;
• (s) As a Publisher or other supplier of calls or leads, deliver any call or lead that was generated without the prior express consent required by Applicable Law, misrepresent the source, consent language, age, exclusivity, or prior distribution of any lead, spoof caller identification, or deliver traffic to a Campaign for which the Publisher has not been approved;
• (t) Use hierarchy access, role permissions, "view as" aliasing, multi-Tenant membership, or any technical means to access, view, export, or alter any data outside the Agency Path to which the Authorized User is entitled, or to access any other Tenant; or
• (u) Deploy AI Voice Agents, AI Mock Calls, or any other automated or artificial voice without providing the disclosures, obtaining the consents, and honoring the opt-out requests required by Applicable Law, including the TCPA as interpreted by the FCC with respect to AI-generated voices and any state law requiring disclosure that a caller is interacting with an automated system.

8.2. Remedies. Company may, in its sole and absolute discretion, immediately suspend, restrict, or terminate Customer's access to the Service, in whole or in part, upon any actual or suspected violation of this Section 8, without prior notice, without refund or credit, and without liability to Customer or any third party. Such remedies are in addition to, and not in lieu of, any other rights or remedies available to Company under this Agreement or at law or in equity.

9. Telecommunications and Regulatory Compliance

9.1. Platform Classification. Customer acknowledges and agrees that Company acts solely as a technology platform provider and information service. Company is NOT a telecommunications carrier, common carrier, telephone company, or public utility under the Communications Act of 1934, as amended, any FCC regulation, or any state public utility commission regulation. Company does not originate, terminate, or transmit voice or data communications as a carrier. Company provides a software platform that enables Customer to manage communications through third-party telecommunications providers.

9.2. Customer Compliance Responsibility. Customer is solely and exclusively responsible for ensuring full compliance with all Applicable Law and Regulatory Requirements in connection with Customer's use of the Service, including without limitation: (a) the TCPA and all FCC implementing regulations; (b) the TSR and all FTC implementing regulations; (c) CMS Medicare and Medicaid marketing guidelines, enrollment requirements, and all related regulations; (d) HIPAA and all implementing regulations; (e) federal and state DNC registry requirements; (f) state insurance licensing laws and marketing regulations; (g) state telecommunications regulations; (h) state and federal calling-time restrictions; (i) recording consent laws in all applicable jurisdictions; and (j) all other federal, state, and local laws, regulations, and rules applicable to Customer's industry, business, and communications activities.

9.3. AI Compliance Tools. Company provides AI-powered compliance scoring, monitoring, and alerting features as assistive technology tools only. Such tools are designed to help identify potential compliance issues but DO NOT constitute legal advice, regulatory guidance, compliance certification, or a guarantee of compliance with any law, rule, or regulation. Customer shall not rely exclusively on AI compliance tools as a substitute for independent legal review, compliance auditing, or the advice of qualified legal counsel. Company expressly disclaims all liability arising from Customer's reliance on AI compliance outputs.

9.4. Assumption of Risk. Customer assumes all risk and liability for any and all fines, penalties, sanctions, enforcement actions, consent decrees, lawsuits, class actions, arbitration proceedings, regulatory proceedings, or other claims arising from or relating to Customer's use of the Service, including without limitation claims under the TCPA, CMS rules, HIPAA, state insurance regulations, or any other Applicable Law.

9.5. Licensing. Customer represents and warrants that Customer has independently obtained and shall maintain throughout the Subscription Term all required business licenses, insurance licenses, telecom authorizations, state registrations, and regulatory approvals necessary for the lawful operation of Customer's business and Customer's use of the Service.

9.6. Regulatory Cooperation. Company may, in its sole discretion, cooperate with any governmental authority, regulatory body, or law enforcement agency, including by providing Customer Data, call records, recordings, transcriptions, and account information, in response to lawful process (including subpoenas, court orders, civil investigative demands, and regulatory inquiries) or as Company deems reasonably necessary to comply with Applicable Law, protect Company's rights, or ensure the safety and security of the Platform.

9.7. Company Is Not an Insurance Producer, Agency, FMO, or Carrier. Company is a software provider. Company is not licensed as, and does not act as, an insurance producer, agent, broker, agency, FMO, IMO, third-party administrator, or Carrier in any jurisdiction. Company does not sell, solicit, or negotiate insurance, does not bind coverage, does not issue policies, does not hold or administer Carrier contracts, and is not a party to any contract between Customer, any Downline Agency, or any Producer and any Carrier. All quoting, enrollment, and policy submission performed through the Service, including through the Quote and Enroll Workspace, is performed by Customer's own licensed Producers, who are solely responsible for their licensure, appointment, suitability determinations, and compliance with Applicable Law.

9.8. Company Is Not a Bank, Money Transmitter, or Payroll Provider. Company does not hold, take custody of, or exercise discretion over Customer's or any Payee's funds. Company is not a bank, money services business, money transmitter, payroll service provider, or payment processor. Payouts are executed by a Payout Processor on Customer's instruction, and Company acts solely as a software provider that transmits Customer's approved payout instructions to the Payout Processor. Company does not guarantee the availability, timing, or completion of any Payout and is not responsible for any act or omission of the Payout Processor, the ACH network, or any receiving financial institution.

9.9. Company Is Not a Consumer Reporting Agency. Background screening reports made available through the Contracting Workspace are Consumer Reports furnished by an independent third-party consumer reporting agency. Company is not a consumer reporting agency, does not assemble or evaluate Consumer Reports, and does not make any determination regarding any Producer. Customer, and not Company, is the "user" of each Consumer Report under the FCRA. Customer is solely responsible for: (a) certifying and possessing a permissible purpose; (b) providing each Producer a clear and conspicuous standalone disclosure and obtaining written authorization before a Consumer Report is procured; (c) providing pre-adverse action and adverse action notices, including a copy of the report and the summary of rights, before and after taking any adverse action based in whole or in part on a Consumer Report; (d) complying with all state and local consumer reporting, ban-the-box, and fair chance laws; and (e) using each Consumer Report solely for the permissible purpose for which it was obtained. Where the Platform transmits any disclosure, authorization, or adverse action notice, it does so as Customer's agent at Customer's direction, and Customer is responsible for the content, timing, and legal sufficiency of each such communication.

9.10. Licensing Data and Can-Sell Status. License, line-of-authority, and appointment data displayed in the Service is obtained from NIPR, from Carriers, and from Customer and its Producers, and is provided "AS IS" as received. Company does not verify, and makes no representation as to, the accuracy, completeness, or currency of such data. The "can-sell" or "ready-to-sell" status displayed in the Service is a derived, assistive indicator computed from the data then available to the Platform. It is not a licensing determination, does not constitute confirmation from any Carrier or state insurance department, and may be inaccurate or out of date. Customer is solely responsible for independently verifying that each Producer holds all licenses, appointments, certifications, and authorizations required by Applicable Law before that Producer solicits, quotes, sells, or is routed any call, and for configuring routing rules accordingly.

9.11. Fraud and Risk Indicators. Fraud and risk indicators, compliance scorecards, and similar outputs that the Service generates for Customer, for Carriers, or for FMOs are assistive analytical tools only. They do not constitute a finding or accusation of fraud, misconduct, or non-compliance by any Producer, Publisher, End User, or other person. Customer, and any Carrier or FMO relying on such outputs, shall independently investigate and verify the underlying facts, including by reviewing the recording and transcript, before taking any adverse action against any person, including termination, non-payment or clawback of compensation, denial of appointment, reporting to a regulator, or refusal of enrollment. Company shall have no liability for any adverse action taken in reliance on such outputs.

10. Call Recording, Monitoring, and Transcription

10.1. Recording Capabilities. Customer acknowledges and agrees that the Service provides call recording, real-time transcription, AI-powered monitoring, compliance scoring, sentiment analysis, and communication analytics capabilities. Customer acknowledges that calls (including calls placed or answered by AI Voice Agents and AI Mock Calls), voicemails, SMS and MMS messages, email conversations sent or received through the CRM inbox, Team Chat channels and direct messages, and other communications processed through the Service may be recorded, transcribed, monitored, analyzed, and stored, and that supervisors and administrators within Customer's Agency Path may listen to, whisper into, or barge into live calls and may review stored communications.

10.2. Consent Responsibility. Customer is solely and exclusively responsible for obtaining all consents, permissions, and authorizations required under all applicable one-party and two-party (all-party) consent recording laws and regulations in all applicable jurisdictions before recording any call or communication. Customer shall ensure that all required recording disclosures are provided to all parties on each recorded call in compliance with Applicable Law. Company shall have no obligation to advise Customer on applicable recording consent requirements and assumes no liability for Customer's failure to obtain required consents.

10.3. Retention Policies. Company stores call recordings, transcriptions, and related data according to Customer-configured retention policies within the Platform. Company shall have no obligation to verify, audit, or ensure that Customer's configured retention policies comply with Applicable Law, including but not limited to CMS Medicare record retention requirements or state-specific retention mandates. Customer is solely responsible for configuring retention policies that satisfy all applicable regulatory requirements.

10.4. Company Access Rights. Company may access, review, copy, retain, store, and process call recordings, transcriptions, voicemail recordings and transcriptions, SMS messages, email communications, Team Chat messages, and other communications data transmitted through the Service solely for the following purposes and subject in all respects to Section 12: (a) providing, operating, securing, supporting, and maintaining the Service, including performing the transcription, compliance scoring, coaching, and analytics functions Customer has enabled; (b) quality assurance of the Service; (c) resolving disputes, including Marketplace disputes, and supporting litigation to which Company is a party; (d) safety, security, and fraud prevention; (e) improving the Service and developing, training, testing, and improving AI and machine learning models using De-identified Data only, as set forth in Section 12.4; (f) generating De-identified Data and Aggregated Data; (g) responding to legal process and regulatory inquiries; and (h) enforcing this Agreement. Company personnel access identifiable communications content only on a need-to-know basis, and such access is logged in the Platform audit trail.

11. Artificial Intelligence Services

11.1. AI Features. The Service includes various AI-powered features, including but not limited to: post-call AI compliance scoring on call recordings; call transcription and summarization; real-time AI Sales Coach prompts and sentiment analysis; AI Voice Agents for autonomous inbound and outbound call handling, including receptionist, lead qualification and warm transfer, and outbound reminder and follow-up roles; AI Mock Calls for agent training; automated quality assurance scoring; fraud and risk indicators; derivation of can-sell status; matching of Carrier Statement lines to submitted policies; optical character recognition and classification of uploaded documents; AI-assisted lead scoring and disposition suggestions; and AI-assisted report generation (collectively, "AI Features").

11.2. No Warranty of Accuracy. All AI Features and AI-Generated Data are provided "AS IS" without any warranty of accuracy, completeness, reliability, timeliness, or fitness for any particular purpose. Customer acknowledges that: (a) AI transcription may contain errors, omissions, inaccuracies, and misattributions; (b) AI compliance scores are assistive indicators only and may not reflect actual regulatory compliance status; (c) AI coaching recommendations are informational suggestions and not professional directives; and (d) all AI-Generated Data may contain errors and should be independently verified.

11.3. Not Professional Advice. AI-Generated Data, including compliance scores, coaching recommendations, and transcriptions, do NOT constitute and shall not be construed as legal advice, regulatory compliance verification, medical advice, insurance advice, financial advice, or professional guidance of any kind. Customer shall consult qualified legal counsel and compliance professionals for all regulatory compliance matters.

11.4. AI Agent Responsibility. Where Customer configures and deploys AI Voice Agents or other AI Agents through the Service, Customer acknowledges and agrees that: (a) AI Agents operate based on Customer-configured prompts, personas, knowledge bases, instructions, and parameters; (b) Customer is solely responsible and liable for all interactions, statements, representations, commitments, and conduct of Customer's AI Agents; (c) Company has no control over and assumes no responsibility for the specific behavior or outputs of Customer-configured AI Agents; (d) Customer shall ensure that AI Agent configurations comply with all Applicable Law, including CMS marketing guidelines, TCPA requirements, and state insurance regulations; (e) Customer is solely responsible for determining whether, when, and how End Users must be told that they are interacting with an artificial or automated voice, for configuring AI Agents to provide those disclosures, for obtaining any prior express consent required to place calls using an artificial or prerecorded voice, and for honoring opt-out and do-not-call requests made to an AI Agent; and (f) AI Agents shall not be configured to sell, solicit, or negotiate insurance, to bind coverage, or to complete an enrollment, and any such activity shall be performed only by Customer's licensed Producers following a transfer.

11.5. Disclaimer of AI Liability. Company hereby disclaims all liability for: (a) any inaccuracy, error, or omission in AI-Generated Data; (b) any decision made or action taken by Customer or any third party in reliance on AI-Generated Data; (c) any statements, representations, or commitments made by Customer's AI Agents; and (d) any damages, losses, fines, penalties, or claims arising from or related to the use of AI Features.

11.6. AI Training. Company may use De-identified Data derived from Customer's interaction with AI Features, including de-identified call recordings, transcriptions, user interactions, feedback, and AI Agent conversation data, to develop, improve, train, test, validate, and refine Company's AI models, machine learning algorithms, and related technologies, in each case subject to and in accordance with Section 12.4 and Section 12.5. Company shall not use identifiable Customer Data, and shall never use PHI, Consumer Reports, Sensitive Personal Information, or identifiable Commission Data, to train AI models that are made available to other customers or third parties.

12. Customer Data — Ownership, License, and Restrictions

12.1. Ownership of Customer Data. As between the parties, Customer owns all right, title, and interest in and to Customer Data, including Customer Input Data and Platform Data that is attributable to Customer's Tenant or account, such as Customer's call recordings, transcriptions, compliance scorecards, Producer Data, Commission Data, policy records, and reports. Company acquires no ownership interest in Customer Data under this Agreement, and the license in Section 12.2 is the only right Company has to Customer Data.

12.2. License Grant to Company. Customer hereby grants to Company a non-exclusive, worldwide, royalty-free license, for the Subscription Term and any retention period under Section 12.6 and Section 18.4, to access, collect, receive, use, copy, store, host, cache, process, record, transmit, display, modify, and create derivative works from Customer Data solely as necessary to: (a) provide, operate, secure, support, and maintain the Service for Customer and its Authorized Users, including performing the transcription, compliance scoring, coaching, routing, reconciliation, contracting, quoting, and reporting functions Customer enables; (b) prevent and investigate fraud, abuse, and security incidents; (c) comply with Applicable Law and respond to lawful process; (d) resolve disputes and enforce this Agreement; (e) create De-identified Data and Aggregated Data in accordance with Section 12.3; and (f) improve the Service and develop and train AI models in accordance with Section 12.4. Company may sublicense the foregoing rights only to its Affiliates and subprocessors to the extent necessary for them to perform services on Company's behalf and subject to written obligations at least as protective as this Section 12. The license in this Section 12.2 terminates when Company no longer holds the relevant Customer Data, except that Company's rights in De-identified Data and Aggregated Data under Section 12.3 are perpetual and irrevocable.

12.3. De-identified Data, Aggregated Data, and Service Improvements. Company owns all right, title, and interest in and to: (a) De-identified Data and Aggregated Data that Company creates from Customer Data; and (b) all improvements, enhancements, modifications, and derivative works of the Service, the Software, and Company's AI models and algorithms, including learnings, weights, and parameters, provided that no such improvement incorporates identifiable Customer Data. Company may use De-identified Data and Aggregated Data for any lawful purpose, including industry benchmarking, analytics, research, and product development, and shall not attempt to re-identify any De-identified Data. For the avoidance of doubt, Derivative Data that identifies or is linked to Customer, its Tenant, its Authorized Users, its Producers, or its End Users, including Customer's compliance scores, transcriptions, call summaries, coaching recommendations, can-sell determinations, and commission calculations, is Customer Data owned by Customer under Section 12.1.

12.4. AI Model Training. Company may use De-identified Data derived from Customer Data to develop, train, test, validate, improve, retrain, and refine Company's artificial intelligence models, machine learning algorithms, and related technologies, and models so trained may be used to provide the Service to other customers. Company shall not: (a) use identifiable Customer Data to train any AI model that is made available to other customers or third parties; (b) use PHI, Consumer Reports, Sensitive Personal Information, financial account or tax identification numbers, or identifiable Commission Data for AI training in any form other than De-identified Data created in accordance with Applicable Law, including, for PHI, the de-identification standard of 45 C.F.R. § 164.514; or (c) use Customer Data, in identifiable form, to build products or models specifically for the benefit of any person Customer identifies in writing as a competitor. Company may use identifiable Customer Data to fine-tune or configure AI Features solely for use within Customer's own Tenant (for example, Customer's knowledge base, scripts, and scorecards), and any resulting Tenant-specific configuration is Customer Data.

12.5. Restricted Data Categories. Notwithstanding anything else in this Agreement, Company shall process the following categories of Customer Data only as set forth below: (a) PHI: solely as permitted by the BAA executed between the parties and HIPAA, and not at all until a BAA is in effect; (b) Consumer Reports: solely to transmit the report to Customer and to store it on the Producer's record for the permissible purpose for which Customer obtained it, and never for any other purpose, including AI training, benchmarking, or marketing; (c) bank account, electronic funds transfer, payment card, and taxpayer identification numbers: solely to execute Payouts and Wallet transactions that Customer authorizes, to satisfy tax reporting obligations, and to prevent fraud, and never for AI training, benchmarking, or marketing; (d) Producer Data generally: solely to perform the Contracting, Network, Commissions, Telephony routing, and Quote and Enroll functions that Customer directs and to comply with Applicable Law; and (e) Commission Data: solely to perform the Commissions and Analytics functions that Customer directs, to resolve disputes, and to comply with Applicable Law, and in De-identified Data form only for any benchmarking. Company shall mask Social Security numbers, taxpayer identification numbers, and Medicare Beneficiary Identifiers in the user interface and in exports except where an Authorized User with the appropriate permission requires the full value to perform a function of the Service.

12.6. Data Portability and Export. During the Subscription Term, Customer may export Customer Data through the Platform's export functionality, including contact and CRM records, call detail records, recordings and transcriptions, compliance scorecards, Producer Data and contracting records, Commission Data including Carrier Statement imports, reconciliation results, payout cycles and payee statements, and policy records, in commonly used machine-readable formats. For thirty (30) calendar days following the effective date of termination or expiration of this Agreement (the "Export Window"), Company shall continue to make such export functionality available to Customer's account owner, or shall provide the export on written request to legal@agenttech.io, provided that all undisputed Fees have been paid. Customer acknowledges that it, and not Company, is responsible for retaining records required by Applicable Law, including state insurance record-keeping, tax, and CMS retention requirements, and that Company's obligations with respect to Customer Data after the Export Window are limited to those set forth in Section 18.4.

12.7. Customer Representations and Warranties Regarding Data. Customer represents, warrants, and covenants that: (a) Customer has all necessary rights, consents, permissions, and legal authority to provide all Customer Data to Company and to grant the license set forth in this Section 12; (b) Customer has obtained all consents required from End Users, contacts, called parties, data subjects, and all other individuals whose data is included in Customer Data, including consents required under the TCPA, HIPAA, CMS rules, state recording consent laws, and all other Applicable Law; (c) Customer has the authority to submit Producer Data for each Producer and has provided each Producer, and each Downline Agency's personnel, all notices and obtained all consents and authorizations required by Applicable Law for the collection and processing of their personal information through the Service, including a privacy notice describing the processing and, where a Consumer Report is procured, the standalone disclosure and written authorization required by the FCRA; (d) Customer has obtained each Payee's authorization to receive Payouts by electronic funds transfer to the account the Payee designates; (e) Customer Data does not and shall not infringe, misappropriate, or violate the Intellectual Property or other rights of any third party; and (f) Customer Data does not and shall not contain any content that is unlawful, fraudulent, deceptive, or in violation of Applicable Law.

12.8. Hierarchy Data Rights. Where Customer licenses AgentTech 360: (a) the Customer that owns the Tenant (the "Tenant Owner") controls all Customer Data within the Tenant and is the party entitled to give Company instructions regarding it, subject to the rights of Downline Agencies and Producers under this Section 12.8 and Applicable Law; (b) each Authorized User may access only the Customer Data within its Agency Path as configured by the Tenant Owner or an agency administrator, and Company's role-based access controls implement, but do not supersede, the Tenant Owner's instructions; (c) Customer Data created within a Tenant belongs to that Tenant even where the Authorized User who created it holds memberships in more than one Tenant; (d) when a Downline Agency or Producer leaves Customer's distribution network, Company shall follow the Tenant Owner's written instructions regarding that party's records, provided that Company may, on request and to the extent required by Applicable Law or the Producer's own legal rights, provide a departing Producer with a copy of their own licensing, appointment, training, and payee statement records; and (e) any dispute between the Tenant Owner, a Downline Agency, and a Producer regarding entitlement to Customer Data is a matter between those parties, and Company may suspend the disputed records or follow the instructions of the Tenant Owner pending resolution without liability to any of them.

12.9. Marketplace Data Sharing. As a condition of participating in the Marketplace, Customer acknowledges and agrees that: (a) where Customer is a Buyer, the performance scorecard for each Campaign, including calls delivered, talk time, agent acceptance, dispositions, AI compliance scores, and disputes, is shared in real time with the Publisher of that Campaign; (b) where Customer is a Publisher, the same scorecard is shared with each Buyer of the Campaign, and Customer's vetting status and Campaign economics are displayed to eligible agencies; (c) call recordings and transcripts of Marketplace calls may be reviewed by Company to resolve disputes and to evaluate Publisher compliance, and excerpts may be disclosed to the counterparty to the extent necessary to resolve a specific dispute; and (d) no personal information of End Users is shared with a counterparty beyond what is necessary to deliver and account for the call or lead.

13. Intellectual Property

13.1. Company Ownership. Company retains all right, title, and interest in and to the Service, Platform, Software, Documentation, AI models, algorithms, trade secrets, inventions, designs, processes, methodologies, user interfaces, and all Intellectual Property rights therein and thereto. Nothing in this Agreement transfers or assigns any ownership interest in the Service or any Company Intellectual Property to Customer.

13.2. Feedback. To the extent Customer or any Authorized User provides any feedback, suggestions, ideas, enhancement requests, feature requests, recommendations, bug reports, or other input regarding the Service (collectively, "Feedback"), Customer hereby irrevocably assigns to Company all right, title, and interest in and to such Feedback, and Company shall be free to use, implement, modify, commercialize, and incorporate such Feedback into the Service or any other product or service without restriction, attribution, compensation, or obligation to Customer.

13.3. Marketing Use. Customer grants Company the right to use Customer's name, trade name, trademarks, and logo in Company's marketing materials, customer lists, case studies, and promotional content, unless Customer provides written notice of objection to legal@agenttech.io.

13.4. White-Label Branding and Custom Domains. Where Customer elects to brand its Tenant with its own name, logos, colors, and trademarks (collectively, "Customer Marks") or to serve its Tenant from a custom domain, Customer grants Company a non-exclusive, royalty-free license during the Subscription Term to reproduce and display the Customer Marks solely to render the branded Tenant, its login pages, its Producer portal, and related notifications to Customer's Authorized Users and End Users. Customer represents and warrants that it owns or has the right to license the Customer Marks and that their use as contemplated will not infringe any third party's rights. Customer is solely responsible for registering, renewing, and maintaining any custom domain, for configuring the DNS records Company specifies, for completing domain verification, and for ensuring that the branding it applies does not misrepresent the identity of the party operating the Tenant or the party providing the underlying Service. Company may display a discreet "powered by AgentTech" notice on branded pages unless the Order Form provides otherwise, and may suspend a custom domain that fails verification, whose certificate cannot be issued or renewed, or whose branding violates this Agreement.

14. Confidentiality

14.1. Definition. "Confidential Information" means all non-public information disclosed by one party (the "Disclosing Party") to the other party (the "Receiving Party") in connection with this Agreement that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Company's Confidential Information includes the Software, technology, algorithms, pricing, business plans, and roadmaps. Customer's Confidential Information includes Customer Input Data, subject to the license granted in Section 12.

14.2. Obligations. The Receiving Party shall: (a) maintain the Disclosing Party's Confidential Information in strict confidence; (b) not disclose Confidential Information to any third party except as expressly permitted herein or with the Disclosing Party's prior written consent; and (c) not use Confidential Information for any purpose other than performing its obligations or exercising its rights under this Agreement. Notwithstanding the foregoing, Company's use of Customer Data pursuant to the license granted in Section 12 shall not constitute a breach of this Section 14.

14.3. Exclusions. Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was rightfully known to the Receiving Party prior to disclosure without restriction; (c) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information; or (d) is rightfully received from a third party without restriction on disclosure.

14.4. Compelled Disclosure. The Receiving Party may disclose Confidential Information to the extent required by Applicable Law, regulation, or court or governmental order, provided that the Receiving Party shall, to the extent legally permitted, provide the Disclosing Party with prompt written notice of such requirement and reasonably cooperate with the Disclosing Party's efforts to obtain a protective order or other appropriate remedy. The obligations of confidentiality under this Section 14 shall survive termination of this Agreement for a period of three (3) years, provided that obligations with respect to trade secrets shall survive indefinitely for so long as such information remains a trade secret under Applicable Law.

15. Indemnification

15.1. Customer Indemnification. Customer shall defend, indemnify, and hold harmless Company and its officers, directors, employees, agents, affiliates, successors, assigns, licensors, and service providers (collectively, the "Company Indemnified Parties") from and against any and all third-party claims, demands, actions, suits, investigations, proceedings, losses, damages, liabilities, judgments, settlements, fines, penalties, costs, and expenses (including reasonable attorneys' fees, expert witness fees, and court costs) (collectively, "Losses") arising out of, relating to, or in connection with:

• (a) Customer's or any Authorized User's use or misuse of the Service;
• (b) Customer's breach of this Agreement, including any breach of Customer's representations, warranties, or covenants herein;
• (c) Any actual or alleged violation of the TCPA, TSR, CMS rules, HIPAA, DNC requirements, FCC regulations, FTC regulations, state telecommunications laws, state insurance regulations, or any other Applicable Law by Customer, its Authorized Users, or its Agents;
• (d) Customer's call content, scripts, marketing materials, advertising, agent conduct, and sales practices;
• (e) Any third-party claim arising from Customer's outbound calling campaigns, text messaging campaigns, email campaigns, or any other communication activities conducted through the Service;
• (f) Customer's AI Agent configurations, prompts, knowledge bases, personas, and resulting AI Agent interactions, statements, representations, and commitments;
• (g) Customer's failure to obtain required consents for call recording, data collection, data processing, or communications;
• (h) Any claim by a data subject, called party, End User, consumer, or any other individual or entity relating to Customer's data collection, data handling, data processing, or communication practices;
• (i) Any actual or alleged infringement, misappropriation, or violation of third-party Intellectual Property or other proprietary rights by Customer Data;
• (j) Any regulatory fine, penalty, sanction, enforcement action, or consent decree imposed on or against Customer or any Company Indemnified Party as a result of Customer's acts or omissions;
• (k) Customer's contracting and licensing activities, including the accuracy of Producer Data, the completeness and good order of any packet submitted to a Carrier, the validity of any electronic signature, Customer's compliance with the FCRA and state consumer reporting laws as the user of any Consumer Report, and any adverse action Customer takes against a Producer;
• (l) Customer's compensation templates, hierarchies, splits, overrides, and rules; the accuracy of any Carrier Statement Customer imports; any payout cycle Customer approves, including any misdirected, duplicated, overpaid, or underpaid Payout resulting from Customer-supplied instructions or Payee account details; any dispute between Customer and any Payee, Downline Agency, or Carrier regarding compensation; and Customer's tax reporting and withholding obligations with respect to Payees;
• (m) Customer's participation in the Marketplace, whether as a Buyer or as a Publisher, including the consent, provenance, and compliance of any lead or call Customer supplies, Customer's handling of any call or lead Customer receives, and any dispute with a Marketplace counterparty;
• (n) Customer's white-label branding, Customer Marks, and custom domains, including any claim that they infringe a third party's rights or mislead any person as to the identity of the operator of the Tenant;
• (o) Customer's failure to provide any disclosure, or obtain any consent, required in connection with the use of AI Voice Agents or other artificial or prerecorded voices; and
• (p) Any claim by a Downline Agency, Producer, or other Authorized User arising from Customer's provisioning, configuration, supervision, or deprovisioning of their access to the Tenant, or from Customer's instructions to Company regarding their data under Section 12.8.

15.2. Procedures. Company shall provide Customer with prompt written notice of any claim for which indemnification is sought and shall reasonably cooperate with Customer in the defense thereof at Customer's expense. Company reserves the right, at its sole option and at Customer's expense, to assume exclusive control of the defense and settlement of any claim subject to indemnification under this Section 15. Customer shall not settle any claim without Company's prior written consent, which shall not be unreasonably withheld, unless the settlement unconditionally releases all Company Indemnified Parties, includes no admission of liability or wrongdoing by any Company Indemnified Party, and imposes no obligations on any Company Indemnified Party.

16. Disclaimer of Warranties

17. Limitation of Liability

18. Term, Termination, and Suspension

18.1. Subscription Term. Unless otherwise agreed in a separately executed written agreement, the Subscription Term shall be on a month-to-month basis, commencing on the Effective Date and automatically renewing on the first day of each calendar month thereafter until terminated in accordance with this Section 18.

18.2. Termination by Customer. Customer may terminate this Agreement by providing written notice to Company at legal@agenttech.io prior to the commencement of the next billing cycle. Termination shall be effective at the end of the then-current billing period. No refund shall be provided for any unused portion of the billing period.

18.3. Termination or Suspension by Company. Company may, in its sole and absolute discretion, immediately suspend, restrict, or terminate Customer's access to the Service, in whole or in part, without prior notice and without refund, upon: (a) any actual or suspected violation of Section 8 (Acceptable Use Policy); (b) non-payment of any Fees when due; (c) breach of any material term of this Agreement; (d) any legal or regulatory requirement or request; (e) any risk to the integrity, security, or availability of the Platform or other customers; (f) Customer's insolvency, bankruptcy, assignment for the benefit of creditors, or dissolution; or (g) any other reason Company deems reasonably necessary to protect its interests. Company shall have no liability to Customer or any third party for any suspension or termination of the Service under this Section.

18.4. Effect of Termination. Upon any termination or expiration of this Agreement: (a) all licenses granted to Customer hereunder shall immediately and automatically terminate, except that Customer's account owner may continue to access the Platform's export functionality during the Export Window described in Section 12.6; (b) Customer shall otherwise immediately cease all access to and use of the Service and shall deprovision all Authorized Users; (c) all outstanding Fees, including unpaid usage charges and accrued Marketplace Campaign charges, shall become immediately due and payable; (d) Customer's Wallet balance, if any, shall be forfeited and is non-refundable, except that Company may apply it against outstanding Fees; (e) with respect to the Commissions Workspace, any payout cycle that Customer has approved and that has been submitted to the Payout Processor before the effective date of termination will be completed or returned in accordance with the Payout Processor's rules, any payout cycle that has not been approved will be cancelled, and Company shall have no obligation to calculate, reconcile, or disburse any commission after the effective date of termination; (f) any Campaign to which Customer subscribes as a Buyer, and any Campaign Customer offers as a Publisher, shall be paused as of the effective date of termination, and Company shall pay Customer any undisputed Publisher amounts accrued through that date on Company's normal schedule; and (g) following the Export Window, Company may delete Customer Data from the Platform in the ordinary course, and shall delete or de-identify it within ninety (90) calendar days after the Export Window, except for Customer Data that Company is required to retain by Applicable Law, that is subject to a legal hold, that is needed to resolve a pending dispute or complete a Payout in process, or that resides in backups that are overwritten in the ordinary course.

18.5. Survival. The following provisions shall survive any termination or expiration of this Agreement: Section 1 (Definitions), Section 5 (to the extent of accrued payment obligations), Section 7 (Force Majeure), Section 9 (Telecommunications and Regulatory Compliance), Section 10 (Call Recording, Monitoring, and Transcription), Section 11 (Artificial Intelligence Services), Section 12 (Customer Data — Ownership, License, and Restrictions), Section 13 (Intellectual Property), Section 14 (Confidentiality), Section 15 (Indemnification), Section 16 (Disclaimer of Warranties), Section 17 (Limitation of Liability), Section 19 (Governing Law, Dispute Resolution, and Arbitration), Section 21 (HIPAA and Protected Health Information), Section 22 (General Provisions), Section 23 (Emergency Services Disclaimer), Section 24 (Marketing Materials Disclaimer), Section 26 (Commissions and Payout Services) to the extent of Payouts in process and record-keeping, Section 27 (Contracting and Licensing Services) to the extent of Consumer Report handling, Section 29 (Marketplace and Call Routing) to the extent of accrued charges, payments, and disputes, Section 30 (Third-Party and Affiliate Services), and any other provisions that by their nature are intended to survive termination.

19. Governing Law, Dispute Resolution, and Arbitration

19.1. Governing Law. This Agreement and all matters arising out of or relating to this Agreement, including any dispute, claim, or controversy, shall be governed by, construed, and enforced in accordance with the laws of the State of Nevada, without regard to its choice-of-law or conflict-of-law principles that would cause the application of the laws of any other jurisdiction.

19.2. Mandatory Binding Arbitration. Except as expressly provided in Section 19.4, any dispute, claim, or controversy arising out of, relating to, or in connection with this Agreement, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined exclusively by final and binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules then in effect. The arbitration shall be conducted by a single arbitrator in Clark County, Nevada. The arbitrator shall have the authority to award any relief that a court of competent jurisdiction could award, provided that the arbitrator shall not have the authority to award punitive or exemplary damages in excess of the limitations set forth in Section 17. The arbitrator's decision and award shall be final, binding, and non-appealable, and judgment on the award may be entered in any court of competent jurisdiction. The costs of arbitration, including the arbitrator's fees, shall be borne equally by the parties, provided that each party shall bear its own attorneys' fees and costs except as otherwise provided in Section 19.6.

19.4. Injunctive Relief. Notwithstanding the foregoing arbitration requirement, Company may seek temporary, preliminary, or permanent injunctive relief, specific performance, or other equitable remedies in any court of competent jurisdiction, without first submitting to arbitration, to protect Company's Intellectual Property, Confidential Information, or trade secrets, or to enforce the provisions of Sections 4, 8, 12, or 13 of this Agreement. Any such action shall not constitute a waiver of the right to compel arbitration of any other dispute.

19.5. Exclusive Venue. For any matters not subject to mandatory arbitration under this Section 19, the parties hereby irrevocably consent to the exclusive jurisdiction and venue of the state and federal courts located in Clark County, Nevada, and each party hereby irrevocably waives any objection to such jurisdiction or venue, including on the grounds of forum non conveniens.

19.6. Attorneys' Fees. In any dispute, action, or proceeding arising out of or relating to this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys' fees, expert witness fees, court costs, and other costs of litigation or arbitration from the non-prevailing party.

19.7. Statute of Limitations. To the maximum extent permitted by Applicable Law, any cause of action, claim, or dispute arising under or in connection with this Agreement must be commenced within one (1) year after the date on which the cause of action accrues; otherwise, such cause of action, claim, or dispute shall be permanently barred and waived.

20. Modifications to Agreement

20.1. Company reserves the right to modify, amend, or supplement this Agreement at any time by posting the revised Agreement on the Platform and providing not less than thirty (30) days' written notice to Customer via email or in-platform notification. The "Last updated" date at the top of this Agreement will reflect the date of the most recent revision.

20.2. Customer's continued access to or use of the Service after the effective date of any modification shall constitute Customer's binding acceptance of the modified Agreement. If Customer does not agree to any modification, Customer's sole and exclusive remedy is to terminate this Agreement prior to the effective date of such modification by providing written notice to Company.

20.3. This Agreement, as amended from time to time in accordance with this Section 20, constitutes the complete and exclusive statement of the agreement between the parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations, representations, and communications, whether oral or written, between the parties relating to the subject matter hereof.

21. HIPAA and Protected Health Information

21.1. HIPAA Program. Company maintains a HIPAA compliance program that implements administrative, physical, and technical safeguards designed to meet the requirements of the HIPAA Security Rule for the protection of PHI, including encryption of data in transit and at rest, role-based access controls scoped to the Agency Path, audit logging, workforce training, and incident response procedures. Company's HIPAA and SOC 2 controls are monitored continuously through a third-party compliance platform, and current reports are available to Customer on request under a non-disclosure agreement. Company will act as a Business Associate of Customer only pursuant to a BAA duly executed by authorized representatives of both parties, and Company will execute its standard BAA with any Customer that requests one before transmitting PHI through the Service.

21.2. BAA Required Before PHI. Customer shall NOT transmit, store, process, or otherwise make available any PHI through the Service, including through call recordings, transcriptions, the CRM, the Quote and Enroll Workspace, or policy records, unless and until a BAA has been duly executed by authorized representatives of both Company and Customer. Customer's transmission of PHI through the Service without a duly executed BAA shall constitute a material breach of this Agreement and shall entitle Company to immediately terminate the Agreement and suspend access to the Service without refund or liability. Where a BAA is in effect, Company shall process PHI solely as permitted by the BAA, and in the event of any conflict between this Agreement and the BAA with respect to PHI, the BAA shall control.

21.3. PHI Without a BAA. Company disclaims all liability and responsibility for any PHI transmitted by Customer through the Service without a duly executed BAA. Customer shall indemnify Company Indemnified Parties for any Losses arising from Customer's unauthorized transmission of PHI in accordance with Section 15.

22. General Provisions

22.1. Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable, and if such modification is not possible, such provision shall be severed from this Agreement. The invalidity, illegality, or unenforceability of any provision shall not affect the validity, legality, or enforceability of the remaining provisions of this Agreement, which shall continue in full force and effect.

22.2. Waiver. No failure or delay by Company in exercising any right, remedy, power, or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power, or privilege preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege. No waiver of any provision of this Agreement shall constitute a continuing waiver of such provision or a waiver of any other provision.

22.3. Assignment. Customer shall not assign, transfer, delegate, or sublicense this Agreement or any of its rights or obligations hereunder, in whole or in part, whether by operation of law or otherwise, without Company's prior written consent, and any purported assignment without such consent shall be null and void. Company may freely assign, transfer, or delegate this Agreement and any of its rights or obligations hereunder, in whole or in part, without notice to or consent of Customer, including in connection with a merger, acquisition, reorganization, change of control, or sale of all or substantially all of Company's assets.

22.4. Notices. All notices, requests, consents, and other communications required or permitted under this Agreement shall be in writing and shall be deemed given when: (a) delivered by hand; (b) sent by email (with confirmation of receipt); or (c) sent by nationally recognized overnight courier. Notices to Company shall be sent to legal@agenttech.io. Notices to Customer shall be sent to the email address associated with Customer's account.

22.5. Independent Contractors. The relationship between Company and Customer is that of independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, franchise, employment, or agency relationship between the parties. Neither party has the authority to bind the other party or to incur any obligation on behalf of the other party.

22.6. No Third-Party Beneficiaries. Except as expressly provided in Section 15 (Company Indemnified Parties), Section 30.2 (Affiliates), and Section 31.1 (app store operators), this Agreement is for the sole benefit of the parties hereto and their respective permitted successors and assigns. Nothing in this Agreement, whether express or implied, is intended to or shall confer upon any other third party (including End Users, Authorized Users, Producers, Downline Agencies, Payees, Publishers, Buyers, called parties, or data subjects) any legal or equitable right, benefit, remedy, or claim under or by reason of this Agreement.

22.7. Headings. The section headings used in this Agreement are for convenience of reference only and shall not affect the interpretation or construction of this Agreement.

22.8. Electronic Signatures and Communications. Customer consents to the electronic delivery of all notices, disclosures, agreements, and other communications in connection with this Agreement and Customer's use of the Service. Customer agrees that electronic records, including this Agreement accepted electronically, satisfy any legal requirement that such communications be in writing, to the fullest extent permitted by the federal Electronic Signatures in Global and National Commerce Act (E-SIGN Act), the Nevada Uniform Electronic Transactions Act (NRS Chapter 719), and all other applicable electronic signature and records laws.

22.9. Export Controls. Customer shall comply with all applicable United States export control laws and regulations, including the Export Administration Regulations (EAR), and all applicable economic sanctions programs administered by the Office of Foreign Assets Control (OFAC). Customer represents and warrants that Customer is not located in, and is not a national or resident of, any country subject to a comprehensive United States embargo, and is not identified on any United States government restricted party list.

22.10. Government Users. If Customer is a department, agency, or instrumentality of the United States Government, the Service is provided as "commercial computer software" and "commercial computer software documentation" as defined in 48 C.F.R. §12.212 and 48 C.F.R. §227.7202, and access to and use of the Service is subject to the terms of this Agreement.

23. Emergency Services Disclaimer

24. Marketing Materials Disclaimer

24.1. All marketing materials, website content, blog posts, case studies, press releases, social media posts, promotional materials, sales presentations, and advertising produced or published by Company (collectively, "Marketing Materials") are provided for general informational purposes only and do not form part of, and shall not be construed as part of, this Agreement.

24.2. In the event of any conflict, inconsistency, or discrepancy between any Marketing Materials and the terms and conditions of this Agreement, the terms and conditions of this Agreement shall control and take precedence in all respects.

24.3. Performance claims, cost savings estimates, return-on-investment projections, feature descriptions, and other quantitative or qualitative statements contained in Marketing Materials are illustrative only, are based on assumptions that may not apply to Customer's specific circumstances, and do not constitute warranties, guarantees, or binding commitments of any kind. Results may vary. Customer acknowledges that Customer has not relied on any Marketing Materials in entering into this Agreement.

25. AgentTech 360 Tenants, Hierarchy, and Roles

25.1. Tenant Provisioning and Isolation. Where Customer licenses AgentTech 360, Company provisions a Tenant for Customer. Each agency, Producer, lead, call, policy, and commission record belongs to exactly one Tenant. Company enforces Tenant isolation at the database layer so that Customer Data is not accessible to any other Tenant, except that Company's system administrators may access Tenants for the purposes permitted by Section 10.4 and Section 12.2. Customer is responsible for the accuracy of the Hierarchy it configures, including the placement of each Downline Agency and Producer, and Company may rely on that configuration in enforcing access controls, calculating compensation, and routing calls.

25.2. Roles and Permissions. The Service provides role-based access, including the roles described in the Documentation (such as FMO owner, agency administrator, field broker, call center agent, and system administrator), with permissions scoped by Agency Path. Customer is solely responsible for assigning roles and permissions to its Authorized Users, for reviewing them periodically, and for revoking them promptly when an Authorized User's responsibilities change or end. Company is not responsible for any access, disclosure, or action that results from roles or permissions Customer or its administrators configure.

25.3. "View As" Aliasing. The Service permits administrators to view the Platform as any role within their downline in order to verify what that user sees. Customer acknowledges that aliasing is logged in the Platform audit trail, that Customer shall inform its Authorized Users that administrators within their Agency Path may view their workspace, and that aliasing shall not be used to impersonate an Authorized User in any communication with an End User, Carrier, or third party, or to take any action that the aliased user would be required to take personally under Applicable Law (such as signing a contracting packet).

25.4. Multi-Tenant Memberships. An individual may hold memberships in more than one Tenant (for example, a Producer contracted with two FMOs) and may switch between them within the Platform. Each Tenant's Customer Data remains subject to that Tenant Owner's control under Section 12.8, and nothing in the Service permits data to be moved between Tenants except by export and re-import at the direction of the relevant Tenant Owners.

25.5. Administrative Contact. Customer shall designate at least one Tenant Owner who is authorized to give Company binding instructions regarding the Tenant, its Authorized Users, and its Customer Data, and shall keep that designation current. Company may rely on instructions from the designated Tenant Owner without further inquiry.

26. Commissions and Payout Services

26.1. Scope. The Commissions Workspace enables Customer to import Carrier Statements, match statement lines to submitted policies, maintain advance and as-earned views of compensation, configure Payees, hierarchies, compensation templates, roles, and rules, assemble reconciled amounts into payout cycles, and, following Customer's approval, instruct a Payout Processor to disburse funds to Payees. The Commissions Workspace may be licensed as part of AgentTech 360 or as a standalone Module.

26.2. Customer Responsibility for Inputs. All commission calculations are performed according to the compensation templates, hierarchies, splits, overrides, rules, matching rules, and Carrier Statements that Customer configures or imports. Customer is solely responsible for: (a) the accuracy, completeness, and authenticity of every Carrier Statement it imports; (b) the correctness of its compensation configuration and its conformity with Customer's agreements with Carriers, Downline Agencies, and Producers; (c) reviewing unmatched statement lines, chargebacks, and other exceptions the Platform surfaces; and (d) the licensure and appointment status of every Payee. Company does not verify any of the foregoing and makes no representation that any calculated amount is correct or lawfully payable.

26.3. Approval Required. No Payout is initiated until an Authorized User with the appropriate permission reviews and approves a payout cycle within the Platform. Approval constitutes Customer's irrevocable instruction to Company to transmit the approved Payouts to the Payout Processor for execution, and Customer's representation that the approved amounts are correct, lawfully payable, and payable to the designated Payees. Customer may not cancel an approved Payout once it has been submitted to the Payout Processor except to the extent the Payout Processor's rules permit.

26.4. Funding and Authorization. Customer shall maintain, and hereby authorizes Company and the Payout Processor to debit, a funding account designated by Customer in the amount of each approved payout cycle together with any applicable Payout processing fees, and authorizes the Payout Processor to credit each Payee's designated account by ACH or other electronic funds transfer. Customer represents that it has obtained each Payee's authorization to receive funds electronically at the account the Payee designates and that each Payee has been given the Payout Processor's terms where the Payout Processor requires it. Customer shall comply with the NACHA Operating Rules and the Payout Processor's terms with respect to every debit and credit it originates. Company does not advance funds; if a debit of Customer's funding account fails or is returned, the associated Payouts will not be executed, and Customer remains liable for the amounts owed to Payees.

26.5. Returns, Reversals, and Chargebacks. Customer is responsible for any Payout that is returned, reversed, or rejected because of inaccurate Payee account details, insufficient funds, a closed account, or any other reason attributable to Customer or a Payee, and for any fees the Payout Processor imposes as a result. Commission chargebacks reflected on a Carrier Statement are netted against the affected Payee's next payout cycle in accordance with Customer's configuration; Company does not collect chargebacks from Payees on Customer's behalf and has no responsibility for any negative balance a Payee accrues.

26.6. Payee Relationship and Tax Reporting. Payees are Customer's Producers, Downline Agencies, and other counterparties, not Company's. Customer is the payer of record for all Payouts. Customer is solely responsible for determining the employment or contractor status of each Payee, for collecting tax identification information, for any information reporting (including Forms 1099) and backup withholding required by federal, state, and local tax law, and for responding to any Payee inquiry or dispute regarding amounts paid. Company may provide reports and Payee statements to assist Customer but does not prepare or file tax forms on Customer's behalf unless expressly stated in an Order Form.

26.7. No Custody, No Interest, No Guarantee. Company does not hold funds. Funds are transmitted from Customer's funding account to Payees' accounts by the Payout Processor, and any period during which funds are held in transit is governed by the Payout Processor's terms. No interest accrues to Customer or any Payee on funds in transit. Company does not guarantee that any Payout will be executed by any particular date, and Payout timing depends on the Payout Processor, the ACH network, banking days, and the receiving institution.

26.8. Records and Exact Money. The Platform stores monetary amounts as integer cents and rates as exact fractions to avoid floating-point rounding. Company maintains a record of each payout cycle, each Payout, and each statement match, which is Customer Data available for export under Section 12.6. Customer is responsible for retaining these records for the period required by Applicable Law.

27. Contracting and Licensing Services (Beta)

27.1. Scope. The Contracting Workspace enables Producers to complete a single producer profile, request contracting with one or more Carriers, sign contracting packets electronically, and track appointments, licenses, continuing education and product training, errors and omissions coverage, FINRA status, and background screening. The Contracting Workspace is a Beta Feature subject to Section 6.4.

27.2. NIPR Data. The Service retrieves license, line-of-authority, appointment, and demographic data from NIPR at Customer's request and monitors it for changes. Customer and its Producers shall use NIPR data solely for licensing and appointment purposes and in accordance with the terms of use published by NIPR, which are incorporated by reference and which Company may pass through to Customer. Company is not responsible for any error, omission, or delay in data received from NIPR or any state insurance department, or for any fee imposed by NIPR or a state for renewals or transactions initiated through the Service.

27.3. Electronic Signatures. Producers may sign contracting packets, transmittals, authorizations, and related documents electronically through the Service. Customer shall ensure that each Producer has affirmatively consented to conduct the transaction electronically and to receive records electronically in accordance with ESIGN and applicable state law, has the means to access and retain the signed records, and signs only documents the Producer has had the opportunity to review. A signature applied by a Producer is applied to every form in the packet that requires it, and Customer shall not permit any person other than the Producer to apply the Producer's signature. Signed records are Customer Data available for export under Section 12.6.

27.4. Carrier Submissions. The Service assembles contracting packets using the forms and requirements Company understands each Carrier to have published, validates packets against those requirements, and transmits packets electronically to Carriers that accept electronic submission or provides a completed packet for Customer to submit. Company does not guarantee that any Carrier will accept a packet, that a Carrier's forms or requirements as reflected in the Service are current, or that any Producer will be contracted or appointed. Each Carrier's decision to contract, appoint, condition, delay, or terminate a Producer is that Carrier's alone. Customer is responsible for confirming appointment with the Carrier before a Producer solicits or sells that Carrier's products.

27.5. Background Screening and FCRA. Background screening is performed by an independent consumer reporting agency selected by Company or Customer, and Section 9.9 applies to every Consumer Report obtained through the Service. Customer shall not request a Consumer Report on any Producer until the Producer has received the standalone disclosure and provided written authorization through the Service or otherwise. Consumer Reports are displayed only to Authorized Users whose role Customer has authorized to view them, are stored on the Producer's record subject to Section 12.5(b), and shall be disposed of in accordance with the FTC Disposal Rule and Customer's retention configuration.

27.6. Errors and Omissions Coverage. Where the Service offers Producers the ability to obtain errors and omissions coverage during contracting, that coverage is offered and sold by a third-party licensed insurance producer or Carrier identified at the point of purchase, and not by Company. Company receives no premium and does not bind, service, or adjust any such coverage. Coverage details Producers upload or that are transmitted to Company are Producer Data subject to Section 12.

27.7. Training, Certifications, and Documents. Customer and its Producers are responsible for the accuracy and authenticity of every continuing education certificate, product training record, AHIP or other certification, tax form, voided check, and other document uploaded to the Service. The Service may use optical character recognition and AI classification to read and file uploaded documents; such processing may contain errors, and Customer shall verify extracted data before relying on it or submitting it to a Carrier.

27.8. Can-Sell Status and Monitoring. Section 9.10 applies to the can-sell status and to all monitoring alerts the Contracting Workspace generates. Customer acknowledges that alerts depend on data from NIPR, Carriers, Producers, and third parties, that a lapse may not be detected immediately, and that Customer remains responsible for preventing any Producer from soliciting, quoting, selling, or being routed a call for which the Producer is not licensed and appointed. Optional automatic termination features act only on Customer's configuration and do not relieve Customer of any notice obligation to a Producer or Carrier.

28. Quote and Enroll, Powered by Solved Enrollment

28.1. Affiliate Service. The Quote and Enroll Workspace is provided in conjunction with Solved Enrollment, an Affiliate of Company under the common control of Solved Ventures. Plan data, quoting, comparison, and enrollment functions within the Workspace are performed by Solved Enrollment's systems, and Customer Data entered into or generated by the Workspace, including quotes, plan selections, and enrollment applications, is shared between Company and Solved Enrollment within the Solved Family as necessary to provide the Workspace. Solved Enrollment's terms of service, and where applicable its Carrier and CMS-related agreements, apply to Customer's use of its functions in addition to this Agreement, and Company will make those terms available to Customer within the Workspace or on request.

28.2. Licensed Producers Perform Enrollment. Consistent with Section 9.7, all quoting, plan presentation, suitability determinations, applications, and enrollments performed through the Workspace are performed by Customer's licensed and appointed Producers, who are solely responsible for their compliance with CMS marketing and enrollment rules, scope-of-appointment requirements, state insurance law, and Carrier requirements. The Workspace checks the Producer's appointment status against the Contracting Workspace before a case may be started; that check is an assistive control subject to Section 9.10 and does not substitute for Customer's own verification.

28.3. Carrier and Plan Data. Plan details, premiums, benefits, formularies, provider networks, and availability displayed in the Workspace are obtained from Carriers, CMS, and other third-party sources and are provided "AS IS." Neither Company nor Solved Enrollment guarantees that such data is accurate, complete, or current, and each enrollment is subject to acceptance by the Carrier and, where applicable, CMS.

28.4. PHI. Enrollment applications routinely contain PHI and Medicare Beneficiary Identifiers. Customer shall not use the Workspace to collect or transmit PHI unless a BAA is in effect under Section 21, and Customer acknowledges that Solved Enrollment will process such PHI as a subcontractor of Company under that BAA or under its own BAA with Customer, as the BAA provides.

29. Marketplace and Call Routing

29.1. Marketplace Participation. Participation in the Marketplace is by application and approval. Company may approve, decline, condition, pause, or terminate any participant's access to the Marketplace or any Campaign at any time, in its sole discretion, including on the basis of compliance scores, dispute history, or vetting results. Where Company and Customer have executed a separate Publisher Agreement, Buyer Agreement, or Marketplace Addendum, that document controls over this Section 29 to the extent of any conflict.

29.2. Terms for Buyers. Where Customer subscribes a queue to a Campaign: (a) Customer applies to each Campaign individually and may pause or resume its subscription at any time through the Platform; (b) calls and leads delivered under the Campaign route into Customer's queues subject to Customer's own state licensing, skills, priority, DNC, and call-cap rules, which Customer is responsible for configuring; (c) Customer is responsible for its Producers' handling of every delivered call and for all Applicable Law governing Customer's communications with the End User, including any subsequent outbound contact; (d) Section 5.10 governs billing and disputes; and (e) Company does not guarantee the volume, quality, conversion, or exclusivity of any Campaign, and Publisher vetting is a screening process that does not constitute a warranty of any Publisher's compliance or performance.

29.3. Terms for Publishers. Where Customer offers calls or leads through the Marketplace as a Publisher: (a) Customer shall complete Company's vetting process, shall provide truthful and complete information regarding its lead sources, consent practices, and performance history, and shall promptly update that information when it changes; (b) Customer represents and warrants that every call and lead it delivers was generated with the prior express consent required by Applicable Law, that consent records are retained and will be produced within five (5) business days of Company's or a Buyer's request, that caller identification is accurate, and that the lead has not been misrepresented as to source, age, exclusivity, or prior distribution; (c) every call Customer delivers is recorded, transcribed, and scored by the Service, and compliance results feed Customer's scorecard and may result in a Campaign being paused or Customer being removed from the Marketplace; (d) Company pays Customer the Campaign economics for accepted calls and leads, net of any disputed or rejected items and any amounts Company is entitled to set off, on the schedule Company publishes in the Platform, and Company is not obligated to pay for any call or lead a Buyer has disputed under Section 5.10 until the dispute is resolved in Customer's favor; (e) Customer shall not contact any Buyer's End Users outside the Campaign or use Buyer data for any purpose other than delivering the Campaign; and (f) Company's vetting, scorecards, and payment records are the sole source of truth for any dispute regarding a Campaign.

29.4. Call Routing Outside the Marketplace. Customer may also configure publisher queues, real-time bidding campaigns, buyer targets, and external queues for Publishers and Buyers with whom Customer contracts directly. Company provides the routing infrastructure only; Customer is solely responsible for its agreements with, payments to and from, and the compliance of those Publishers and Buyers, and Sections 29.2 and 29.3 do not apply to them except as Customer and its counterparties agree.

29.5. Roadmap Features. Capabilities described in Marketing Materials as on the roadmap for the Marketplace, including invoice factoring, publisher analytics, exclusive campaign tiers, and automated reconciliation, are not part of the Service unless and until Company makes them generally available, and Section 24 applies to all such descriptions.

30. Third-Party and Affiliate Services

30.1. Third-Party Services. The Service depends on and interoperates with services provided by third parties, including telecommunications carriers, AI and transcription providers, cloud infrastructure providers, payment and Payout Processors, e-signature providers, consumer reporting agencies, NIPR, Carriers, e-mail and SMS delivery providers, and app store operators (collectively, "Third-Party Services"). Company selects and manages its subprocessors with reasonable care and remains responsible for their handling of Customer Data as set forth in Section 12, but Company does not control Third-Party Services and is not responsible for their availability, accuracy, security, or performance beyond that obligation. Third-Party Services may be subject to their providers' own terms, which Company will identify within the Platform or on request, and Customer's use of a Third-Party Service through the Platform constitutes acceptance of those terms.

30.2. Affiliate Services. Certain features of the Service, including the Quote and Enroll Workspace, are provided in conjunction with members of the Solved Family. Company may share Customer Data with its Affiliates solely to the extent necessary to provide those features and to operate Company's business as a member of the Solved Family (for example, for consolidated billing, security, and compliance functions), and each Affiliate that processes Customer Data is bound by obligations at least as protective as this Agreement. Affiliates are Company Indemnified Parties for purposes of Section 15 and are entitled to the protections of Sections 16 and 17.

30.3. Integrations Customer Enables. Where Customer connects the Service to a third-party system through the API, webhooks, or an integration Customer configures, Customer is solely responsible for that system, for any data Customer sends to it, and for its compliance with Applicable Law, and Company has no responsibility for data once it has been transmitted at Customer's direction.

31. Mobile Application

31.1. Availability. The AgentTech Dialer mobile application may be installed as a Progressive Web App from a supported browser and, when Company makes it available, from the Apple App Store or Google Play Store. The mobile application is part of the Service and is subject to this Agreement. Where Customer obtains the application from an app store, the app store operator's terms also apply, the app store operator is a third-party beneficiary of this Section 31 with the right to enforce it, and the app store operator has no obligation to provide maintenance or support for the application.

31.2. Push Notifications and Device Data. The mobile application may send push notifications for inbound calls, leads, messages, and Team Chat activity, and may collect device identifiers, push tokens, and diagnostic data as described in the Privacy Policy. Authorized Users may disable notifications in their device settings. Customer is responsible for any mobile data, roaming, or carrier charges incurred in using the application, and for ensuring that Authorized Users who use personal devices comply with Customer's own security and acceptable use policies.

31.3. Emergency Calling. Section 23 applies to the mobile application. The application does not support 911 or emergency calling, and Authorized Users shall use their device's native dialer for emergencies.

32. Contact Information

If you have any questions, concerns, or notices regarding this Agreement, please contact us: