Terms & Conditions

Section 1. Parties and Acceptance

1.1 The Company

These Terms and Conditions ("Terms") are entered into between you and IU2 Technology LLC, a Delaware Limited Liability Company, INSUREU2 Corp, a Wyoming Corporation, ScaleU2, Cbender Innovations Corp doing business as Craig's Insurance Agency, and all affiliated brands, subsidiaries, divisions, related entities, and future entities operating under the INSUREU2 ecosystem, including without limitation INSUREU2, INSUREU2 AI, IU2 Technology, ScaleU2, INSUREU2 Marketing, INSUREU2 Leads, INSUREU2 CRM, INSUREU2 Merch, Craig's Insurance Agency, and all future brands, products, platforms, and entities that may be developed, acquired, launched, or operated by any affiliated entity (collectively, "Company," "we," "us," or "our").

1.2 Who You Are

These Terms apply to you whether you are:

• (a) an individual visiting any Company website, landing page, or online property;
• (b) an individual registering for or using any Company platform, application, or software;
• (c) a business entity, insurance agency, insurance carrier, MGA, MGU, broker, franchise, call center, sales organization, or other organization accessing or using any Service;
• (d) a referral partner, affiliate partner, channel partner, strategic partner, or reseller;
• (e) a staffing client, BPO client, or virtual assistant services client;
• (f) a marketing services client, lead generation client, or media production client;
• (g) a merchandise purchaser through any Company e-commerce property;
• (h) a consulting, training, or professional services client;
• (i) a job applicant, candidate, or prospective employee or contractor; or
• (j) any other individual or entity that interacts with the Company, its brands, its websites, its platforms, its applications, or its Services in any capacity.

1.3 Methods of Acceptance

You accept and agree to these Terms by any of the following:

• (a) clicking any button, checkbox, or interface element indicating agreement;
• (b) executing any Order Form, Statement of Work, Master Services Agreement, or other agreement that incorporates these Terms by reference;
• (c) accessing, browsing, or using any portion of any Company website, platform, or application;
• (d) creating an account, registering for any Service, or subscribing to any offering;
• (e) submitting any form, application, or request through any Company property;
• (f) making any purchase through any Company platform or e-commerce property;
• (g) participating in any Company program, including referral programs, affiliate programs, or partner programs; or
• (h) otherwise manifesting assent to these Terms in any manner recognized by applicable law.

1.4 Authority to Accept

If you are accepting these Terms on behalf of a company, agency, organization, or other legal entity, you represent and warrant that: (a) you have full legal authority to bind such entity to these Terms; (b) you have read and understood these Terms; and (c) you agree to these Terms on behalf of such entity. If you do not have such authority, you must not accept these Terms or use the Services.

1.5 Updates to Terms

The Company reserves the right to modify, update, supplement, or replace these Terms at any time in its sole discretion. The Company will provide notice of material changes by posting updated Terms to Company websites and updating the Effective Date. Your continued use of any Service following any such update constitutes your acceptance of the updated Terms. If you do not agree to updated Terms, you must immediately cease using the Services.

Section 2. Ecosystem Overview and Service Descriptions

2.1 The INSUREU2 Ecosystem

The Company operates a comprehensive insurance technology and business services ecosystem that includes the following categories of products and services:

• (a) Artificial Intelligence and Technology Products: INSUREU2 AI platform; Real-Time Guidance; Conversation Intelligence; Call Summaries; AI Recommendations; Objection Handling Guidance; Knowledge Base Search; Workflow Assistance; CRM Automation; Reporting and Analytics; Performance Monitoring; Enterprise SaaS Licensing; API and system integrations; and all future AI and technology products.
• (b) Marketing and Media Services: Social media management; content creation; video production; podcast production; branding services; advertising campaigns; funnel development; marketing consulting; and lead generation services.
• (c) Lead Services: Lead generation; lead qualification; live transfer services; consumer matching; and distribution services.
• (d) Staffing and BPO Services: Virtual assistant services; call center services; appointment setting; customer service support; administrative processing; back office operations; sales support; lead qualification; and managed staffing operations.
• (e) Consulting and Training Services: Insurance consulting; operational consulting; sales training; recruiting support; technology implementation; and process improvement services.
• (f) Merchandise and E-Commerce: Branded merchandise; apparel; promotional products; and co-branded merchandise through INSUREU2 Merch.
• (g) Insurance Agency Services: Insurance agency operations conducted through Craig's Insurance Agency, a DBA of Cbender Innovations Corp, subject to applicable licensing and regulatory requirements.
• (h) Future Services: The Company may develop, acquire, license, or offer additional products, services, platforms, technologies, marketplaces, educational programs, AI systems, mobile applications, and related business solutions. These Terms shall apply to all future offerings.

2.2 Not All Services Available to All Users

Not all Services are available to all users, geographies, or customer types. Eligibility for specific Services is determined by the Company in its sole discretion based on applicable regulatory requirements, licensing status, geographic availability, customer qualifications, and other factors. The Company reserves the right to restrict access to any Service at any time.

2.3 Separate Agreements

Certain Services are governed by additional agreements, including the Master Services Agreement, Order Forms, Statements of Work, Data Processing Addenda, and service-specific terms. In the event of a conflict between these Terms and any such additional agreement, the additional agreement shall control with respect to the specific subject matter addressed therein.

Section 3. Eligibility and User Requirements

3.1 Age Requirement

The Services are intended exclusively for business, professional, commercial, enterprise, and organizational use by adults. You must be at least eighteen (18) years of age to access or use any Service. By using any Service, you represent and warrant that you are at least eighteen (18) years of age. The Company does not knowingly permit individuals under the age of eighteen (18) to access or use the Services. If you are under eighteen (18), you are not permitted to use the Services under any circumstances.

3.2 Legal Capacity

You must possess full legal capacity to enter into binding contracts under applicable law. By using the Services, you represent and warrant that you have full legal capacity to enter into these Terms.

3.3 Professional Licensing

Certain Services are available only to individuals or entities holding applicable professional licenses, registrations, appointments, or authorizations. By using regulated features of the Services, you represent and warrant that you hold all licenses, registrations, and authorizations required by applicable law to use the Services in connection with your business activities. You are solely responsible for maintaining all required professional licenses and for ensuring that your use of the Services complies with all applicable professional and regulatory requirements.

3.4 Entity Eligibility

If you are accessing the Services on behalf of a legal entity, such entity must be duly organized, validly existing, and in good standing under the laws of its jurisdiction of formation, and must have all required licenses and authorizations to conduct its business.

3.5 Geographic Eligibility

The Services are available in the United States and such other jurisdictions as the Company may designate from time to time. The Company makes no representation that the Services are available or appropriate in all locations. You are solely responsible for compliance with all local laws applicable to your access to and use of the Services.

3.6 Sanctions and Export Compliance

You represent and warrant that: (a) you are not located in, organized under the laws of, or ordinarily resident in any country subject to comprehensive U.S. economic sanctions; (b) you are not listed on any U.S. government restricted party list; and (c) you will not use the Services in violation of any applicable export control or sanctions law.

Section 4. Account Registration and Management

4.1 Account Creation

To access certain Services, you must create an account. You agree to provide accurate, current, and complete registration information and to maintain and update such information promptly. The Company reserves the right to reject any account registration at its sole discretion.

4.2 Account Security

You are solely responsible for maintaining the confidentiality and security of your account credentials, including your username, password, API keys, and access tokens. You shall not share credentials with unauthorized persons. You agree to notify the Company immediately of any unauthorized access to or use of your account. The Company shall not be liable for any loss or damage arising from your failure to maintain account security.

4.3 Account Accuracy

You represent and warrant that all information you provide in connection with account registration and use is accurate, truthful, and complete. Providing false or misleading registration information constitutes a material breach of these Terms.

4.4 Organizational Accounts

Where an account is created on behalf of an organization, the organization bears full responsibility for all activities conducted under such account, including the activities of all users granted access under the organizational account.

4.5 Account Suspension and Termination

The Company reserves the right to suspend, restrict, or terminate any account at any time, without prior notice and without liability, if the Company reasonably believes that: (a) you have violated these Terms or any applicable policy; (b) your account has been compromised or is being misused; (c) you have failed to pay applicable fees; (d) your use of the Services creates legal, regulatory, or reputational risk for the Company; or (e) termination is required by applicable law.

Section 5. Products, Services, and Purchases

5.1 SaaS and Technology Products

Access to Company SaaS products and technology platforms is provided on a subscription basis pursuant to the applicable Master Services Agreement, Order Form, and these Terms. Subscriptions are subject to the payment terms, term commitments, and usage limitations set forth in the applicable Order Form.

5.2 Marketing Services

Marketing services, including social media management, content creation, video production, advertising campaigns, and related services, are provided pursuant to applicable Statements of Work and these Terms. Deliverables, timelines, and fees are as specified in the applicable Statement of Work.

5.3 Lead Services

Lead generation, lead qualification, live transfer, and consumer matching services are provided pursuant to applicable service agreements and these Terms. Lead quality, exclusivity, and delivery standards are as specified in the applicable agreement. The Company does not guarantee any specific lead volume, lead conversion rate, or business outcome in connection with lead services.

5.4 Staffing and BPO Services

Staffing, virtual assistant, call center, and BPO services are provided pursuant to applicable Statements of Work, staffing agreements, and these Terms. All personnel provided through staffing and BPO services remain employees, contractors, or agents of the Company or its authorized subcontractors and are not employees of the customer.

5.5 Consulting and Training Services

Consulting, training, and professional services are provided pursuant to applicable Statements of Work and these Terms. Professional services fees, deliverables, timelines, and acceptance criteria are as specified in the applicable Statement of Work.

5.6 Merchandise Purchases

Merchandise purchases through INSUREU2 Merch or any other Company e-commerce property are subject to these Terms and any applicable purchase terms posted at the time of purchase. All merchandise sales are final subject to applicable consumer protection law. The Company reserves the right to modify merchandise offerings, pricing, and availability at any time.

5.7 Insurance Agency Services

Insurance agency services provided through Craig's Insurance Agency are subject to applicable licensing requirements and regulatory obligations. Craig's Insurance Agency operates as a licensed insurance agency where required by law. Customers engaging Craig's Insurance Agency for insurance placement services acknowledge that coverage, premiums, and policy terms are determined by applicable carriers and are subject to underwriting approval.

5.8 Product and Service Changes

The Company reserves the right to modify, update, discontinue, or replace any product or service at any time without prior notice or liability. The Company may add, remove, or change features, functionality, pricing, and availability of any product or service at its sole discretion.

Section 6. Fees, Billing, and Payment

6.1 Fees

You agree to pay all fees associated with the Services you purchase or subscribe to, as set forth in the applicable Order Form, Statement of Work, pricing page, or purchase interface. All fees are stated in United States Dollars unless otherwise specified and are non-cancellable and non-refundable except as expressly provided herein.

6.2 Billing

Unless otherwise specified, SaaS subscription fees are billed monthly in advance. Annual billing options may be available as specified in applicable Order Forms. Professional services, staffing services, and marketing services are billed as specified in applicable Statements of Work. Merchandise purchases are billed at the time of purchase.

6.3 Auto-Renewal

Subscriptions automatically renew for successive periods equal to the initial term at the Company's then-current prices unless either party provides written notice of non-renewal at least thirty (30) days prior to the expiration of the then-current term.

6.4 Late Payment

Amounts not paid when due accrue interest at one and one-half percent (1.5%) per month, or the maximum rate permitted by applicable law, whichever is less, from the due date until paid in full. You shall reimburse the Company for all reasonable costs of collection, including attorneys' fees.

6.5 Suspension for Non-Payment

The Company may suspend access to the Services without prior notice if your account is more than fifteen (15) days past due. Suspension does not relieve you of your obligation to pay all outstanding fees.

6.6 No Refunds

Except as required by applicable mandatory law or as expressly set forth in the applicable Order Form, all fees are non-refundable. No refunds or credits are issued for unused subscription periods, partial months, early termination, failure to use the Services, or any other reason.

6.7 Taxes

You are responsible for all applicable taxes, including sales taxes, use taxes, value-added taxes, and similar levies, other than taxes based solely on the Company's net income. You shall provide valid tax exemption certificates where applicable.

6.8 Disputed Charges

If you dispute any charge in good faith, you must notify the Company in writing within ten (10) days of the charge, pay all undisputed amounts, and cooperate with the Company to resolve the dispute within thirty (30) days. Failure to provide timely notice constitutes acceptance of the charge.

6.9 Price Changes

The Company may change its pricing upon notice. Price changes apply to the next renewal term and do not apply retroactively to committed subscription terms.

Section 7. Intellectual Property

7.1 Company Ownership

The Company owns all right, title, and interest in and to all intellectual property associated with the INSUREU2 ecosystem and the Services, including without limitation:

• (a) all software, source code, object code, applications, scripts, APIs, and related technology across all Company platforms;
• (b) all artificial intelligence systems, machine learning models, large language models, neural network architectures, and model weights;
• (c) all Prompt Libraries, prompt chains, system instructions, and prompt engineering methodologies;
• (d) all algorithms, analytical frameworks, computational methods, and inference systems;
• (e) all dashboards, reporting systems, analytics frameworks, and business intelligence systems;
• (f) all workflows, automation systems, business process designs, and operational methodologies;
• (g) all knowledge architectures, knowledge bases, knowledge retrieval systems, and information organization systems;
• (h) all CRM systems, pipeline management systems, and customer relationship tools;
• (i) all training data, training methodologies, and model evaluation systems;
• (j) all documentation, user guides, training materials, and educational content;
• (k) all branding, trademarks, service marks, trade names, logos, brand identities, and visual designs across all Company brands;
• (l) all marketing materials, advertising creative, content, media productions, videos, podcasts, and creative works;
• (m) all trade secrets, proprietary methodologies, and confidential business processes;
• (n) all derivative works, improvements, enhancements, updates, and modifications to any of the foregoing; and
• (o) all intellectual property rights in and to the foregoing throughout the world.

7.2 License Grant

Subject to your compliance with these Terms and payment of all applicable fees, the Company grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services solely for your internal business purposes during the applicable subscription or engagement term. All rights not expressly granted are reserved by the Company.

7.3 Your Content

You retain ownership of content, data, and materials you submit to the Services. By submitting content to the Services, you grant the Company a worldwide, royalty-free, non-exclusive license to use, process, store, transmit, and display your content solely to the extent necessary to provide the Services and as otherwise permitted by these Terms and the Privacy Policy.

7.4 Restrictions

You shall not:

• (a) reproduce, copy, modify, translate, or create derivative works based on any Company intellectual property;
• (b) reverse engineer, decompile, disassemble, or otherwise attempt to extract the source code, AI model architecture, Prompt Libraries, or trade secrets of any Company system;
• (c) use automated tools to scrape, crawl, or systematically extract content or data from any Company platform;
• (d) attempt to reconstruct, replicate, or distill any AI model, Prompt Library, or proprietary methodology;
• (e) use any Company intellectual property to develop a competing product or service;
• (f) remove or alter any intellectual property notice or attribution on any Company property;
• (g) use Company trademarks, brand elements, or logos without prior written authorization; or
• (h) represent yourself as affiliated with, employed by, or authorized to speak on behalf of the Company without authorization.

7.5 Feedback

Any feedback, suggestions, ideas, or recommendations you provide to the Company are assigned to the Company upon submission. The Company may use feedback for any purpose without restriction or compensation.

7.6 Aggregated Data

The Company retains perpetual, irrevocable rights to generate, use, and commercialize aggregated and de-identified data derived from your use of the Services as described in the Privacy Policy.

Section 8. Artificial Intelligence Terms

8.1 AI Services

The INSUREU2 ecosystem incorporates artificial intelligence and machine learning across multiple product lines. AI-powered features include without limitation Real-Time Guidance, Conversation Intelligence, Call Summaries, Knowledge Base Search, Objection Handling Suggestions, Workflow Assistance, CRM Automation, and all future AI features. All AI features are subject to this Section 8 and the AI Acceptable Use Policy.

8.2 AI Output Disclaimer

COMPANY MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE REGARDING THE ACCURACY, COMPLETENESS, RELIABILITY, TIMELINESS, OR FITNESS FOR ANY PARTICULAR PURPOSE OF ANY AI OUTPUT. AI OUTPUTS MAY BE INACCURATE, INCOMPLETE, MISLEADING, OUTDATED, OR FACTUALLY INCORRECT. AI SYSTEMS MAY GENERATE FABRICATED INFORMATION COMMONLY REFERRED TO AS HALLUCINATION. ALL AI OUTPUTS REQUIRE MANDATORY HUMAN REVIEW AND INDEPENDENT VERIFICATION BEFORE BEING RELIED UPON FOR ANY PURPOSE.

8.3 No Professional Advice

AI Outputs do not constitute legal advice, insurance advice, compliance advice, regulatory advice, tax advice, financial advice, underwriting advice, coverage guidance, or any other form of professional advice. You are solely responsible for all decisions made in reliance on AI Outputs and for ensuring that all AI-assisted activities comply with applicable law and professional standards.

8.4 Human Verification Requirement

You acknowledge and agree that all AI Outputs require mandatory human review and verification by qualified personnel before being used, communicated to any third party, relied upon for any decision, or acted upon in any way. The Company shall have no liability for any consequence arising from your failure to implement mandatory human review of AI Outputs.

8.5 AI Acceptable Use

Your use of AI features is subject to the AI Acceptable Use Policy. You shall not use AI features for any prohibited purpose, including without limitation generating disinformation, engaging in prohibited automated decision-making, attempting to circumvent AI safety measures, or using AI Outputs to develop competing products.

8.6 Customer Responsibility

You are solely responsible for ensuring that your use of AI features complies with all applicable laws, regulations, carrier requirements, and professional standards applicable to your industry and operations.

Section 9. Insurance Industry Terms

9.1 Technology Provider

The Company is a technology company and business services provider. Except where separately licensed and expressly disclosed, the Company is not an insurance carrier, insurance producer, insurance broker, MGA, MGU, claims adjuster, law firm, accounting firm, compliance consultant, or financial advisor. The Company does not make coverage determinations, provide underwriting advice, offer compliance opinions, or provide professional regulatory guidance.

9.2 Customer Professional Responsibility

You are solely responsible for:

• (a) maintaining all required insurance licenses, appointments, and registrations;
• (b) complying with all applicable insurance laws, regulations, and carrier requirements;
• (c) all coverage recommendations, coverage determinations, and underwriting decisions;
• (d) the accuracy and completeness of all customer communications;
• (e) supervising all personnel using the Services in regulated activities;
• (f) complying with all do-not-call, TCPA, and consumer communication laws;
• (g) maintaining appropriate errors and omissions insurance; and
• (h) complying with all applicable market conduct standards.

9.3 Craig's Insurance Agency

Craig's Insurance Agency, a DBA of Cbender Innovations Corp, operates as a licensed insurance agency where required by law and maintains required licenses and appointments. Insurance placements through Craig's Insurance Agency are subject to carrier underwriting, applicable state requirements, and the terms of applicable carrier agreements. Coverage is not bound until confirmed in writing by the applicable carrier.

Section 10. Staffing and BPO Terms

10.1 Employer of Record

All personnel provided through the Company's staffing, virtual assistant, BPO, and call center services remain employees, contractors, or agents of the Company or its authorized subcontractors. Nothing in these Terms or any staffing agreement creates an employment relationship between you and any Company personnel.

10.2 Customer Workplace Obligations

You shall provide a safe, lawful, and non-discriminatory working environment for Company personnel working on your behalf. You shall not direct Company personnel to engage in any activity that violates applicable law or the Company's policies.

10.3 Non-Solicitation

During the term of any staffing or BPO engagement and for twenty-four (24) months thereafter, you shall not directly or indirectly solicit, recruit, hire, or engage any Company personnel with whom you had contact in connection with such engagement, whether through direct employment, third-party staffing agencies, or any other means.

10.4 Liquidated Damages

You acknowledge that a violation of Section 10.3 would cause damages to the Company that are difficult to ascertain. Accordingly, you agree to pay liquidated damages equal to the greater of fifty percent (50%) of the annualized compensation of any solicited Company personnel or twenty-five thousand dollars ($25,000.00) per violation, plus all of the Company's attorneys' fees and costs.

Section 11. Marketing Services Terms

11.1 Customer Content Approval

You are solely responsible for reviewing, approving, and ensuring the accuracy and legal compliance of all marketing materials, advertising content, and communications produced by the Company on your behalf before publication or distribution. Your approval of any marketing material constitutes your representation that such material is accurate, compliant, and authorized.

11.2 Regulatory Compliance

You are solely responsible for ensuring that all marketing activities, advertising campaigns, and customer communications conducted through the Services comply with applicable advertising laws, insurance marketing regulations, telemarketing laws, TCPA requirements, CAN-SPAM requirements, and all other applicable legal requirements.

11.3 Intellectual Property in Deliverables

Unless expressly agreed in a separate written instrument, all intellectual property in marketing deliverables, creative works, videos, and content produced by the Company remains the property of the Company until all fees are paid in full, at which point the deliverable is licensed to you for the Permitted Purpose only. The Company retains all underlying tools, methodologies, templates, and components used to create deliverables.

Section 12. Lead Services Terms

12.1 Lead Quality Disclaimer

The Company does not guarantee the accuracy, exclusivity, quality, or conversion potential of any lead, live transfer, or consumer match provided through lead services. You are solely responsible for verifying lead information and for complying with all applicable laws governing your use of consumer data received through lead services.

12.2 TCPA and Telemarketing Compliance

You are solely and exclusively responsible for complying with all applicable telemarketing laws, TCPA requirements, state do-not-call requirements, and consumer communication laws in connection with your use of leads, live transfers, and consumer data. The Company's provision of lead data does not constitute a representation that such data was collected in compliance with any specific regulatory requirement applicable to your use.

12.3 No Resale

You shall not resell, redistribute, or transfer any lead, live transfer, or consumer data received through Company lead services to any third party without the Company's prior written consent.

Section 13. Recording Consent

13.1 Customer Responsibility

You are solely responsible for complying with all federal and state laws governing the recording of telephone calls and electronic communications, including without limitation all applicable wiretapping laws, all-party consent laws, and electronic communications laws. You shall obtain all required consents from all participants before recording any call using Company systems.

13.2 No Legal Advice

The Company's provision of call recording features does not constitute legal advice regarding applicable recording laws. You are solely responsible for determining what recording consent laws apply to your operations and for obtaining independent legal counsel as needed.

13.3 Indemnification for Recording Violations

You shall indemnify, defend, and hold harmless the Company from all claims, liabilities, fines, penalties, and expenses arising from your failure to comply with applicable recording consent laws.

Section 14. Referral and Partner Program Terms

14.1 Program Participation

Participation in any Company referral, affiliate, channel partner, strategic partner, or ambassador program is subject to the Referral Program Terms and any applicable Referral Agreement. Participation is not guaranteed, is subject to Company approval, and may be revoked at any time.

14.2 Independent Contractor

All referral and channel partners are independent contractors. No referral or channel partner is authorized to bind the Company, negotiate terms on the Company's behalf, or represent itself as an employee or agent of the Company.

14.3 Compensation

Compensation for referral and channel partners is governed exclusively by the applicable confidential Referral Agreement. These Terms do not create any compensation obligation.

14.4 Non-Circumvention

You shall not circumvent the Company by establishing direct commercial relationships with vendors, partners, or entities introduced to you by the Company in connection with any program. Violation of this provision constitutes a material breach of these Terms subject to liquidated damages as set forth in the applicable Referral Program Terms or Referral Agreement.

Section 15. Prohibited Conduct

15.1 General Prohibitions

You shall not, and shall ensure that all users under your account do not:

• (a) use the Services for any unlawful purpose or in violation of applicable law;
• (b) use the Services to transmit, store, or process material that infringes any third-party intellectual property right, violates any privacy right, or is defamatory, obscene, threatening, or otherwise unlawful;
• (c) use the Services to transmit any virus, malware, ransomware, spyware, or other harmful or malicious code;
• (d) attempt to gain unauthorized access to any Company system, network, account, or database;
• (e) conduct penetration testing, vulnerability scanning, or security assessments of Company systems without prior written authorization;
• (f) use automated tools to scrape, crawl, or systematically collect data from Company platforms;
• (g) circumvent any security feature, access control, or technical restriction of the Services;
• (h) use the Services to develop any competing product, service, or AI system;
• (i) share, sublicense, sell, or assign access to the Services without authorization;
• (j) use the Services if you are a competitor of the Company without prior written consent;
• (k) publish benchmarking results or competitive analyses involving the Services without prior written consent;
• (l) use the Services to discriminate against any person based on a protected characteristic;
• (m) misrepresent your identity, affiliation, or authorization in connection with any Service; or
• (n) engage in any other activity that violates these Terms, any applicable policy, or applicable law.

15.2 Enforcement

Violations of this Section 15 may result in immediate account suspension or termination, removal of content or access, reporting to law enforcement or regulatory authorities, and pursuit of all available legal remedies including injunctive relief and damages.

Section 16. Confidentiality

16.1 Confidential Information

In connection with the Services, each party may disclose to the other certain non-public, confidential, or proprietary information. Company Confidential Information includes without limitation all platform architecture, AI systems, Prompt Libraries, methodologies, pricing, business plans, financial information, customer lists, recruiting processes, and trade secrets. Your Confidential Information includes your Customer Data, business information, and non-public operational information.

16.2 Obligations

Each party shall maintain the other party's Confidential Information in strict confidence, use it solely in connection with the Services, and not disclose it to any third party without prior written consent. Each party shall protect the other's Confidential Information with at least the same degree of care used to protect its own confidential information, but no less than reasonable care.

16.3 Equitable Relief

Each party acknowledges that a breach of this Section 16 would cause irreparable harm for which monetary damages would be inadequate. Each party shall be entitled to seek equitable relief, including injunctive relief, without the requirement to post bond, in addition to all other available remedies.

Section 17. Indemnification

17.1 Your Indemnification Obligations

You shall defend, indemnify, and hold harmless the Company and all affiliated entities, officers, directors, members, employees, agents, contractors, licensors, successors, and assigns (collectively, "Indemnified Parties") from and against all claims, liabilities, damages, losses, fines, penalties, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:

• (a) your use of the Services in violation of these Terms, any applicable policy, or applicable law;
• (b) your content, data, or materials submitted to the Services, including any claim of infringement or privacy violation;
• (c) your failure to obtain required recording consents;
• (d) your reliance on any AI Output without required human verification;
• (e) your violation of any insurance law, regulation, or licensing requirement;
• (f) your marketing activities, advertising, customer communications, or professional services;
• (g) your use of leads, live transfers, or consumer data in violation of applicable telemarketing or privacy law;
• (h) your breach of any representation, warranty, or obligation under these Terms;
• (i) your violation of any third-party rights;
• (j) your employment or use of any staffing personnel in violation of applicable law;
• (k) any regulatory investigation, enforcement action, or sanction arising from your use of the Services; and
• (l) any act or omission of your users or personnel that constitutes fraud, willful misconduct, or gross negligence.

Section 18. Warranties and Disclaimers

18.1 Mutual Warranties

Each party represents and warrants that: (a) it is duly organized and in good standing; (b) it has authority to enter into these Terms; (c) these Terms are binding and enforceable; and (d) it will comply with all applicable law.

18.2 Your Warranties

You additionally represent and warrant that: (a) you have the right to submit all content and data you provide to the Services; (b) your use of the Services will not violate any third-party rights; (c) all information you provide to the Company is accurate and complete; and (d) you hold all required professional licenses and authorizations applicable to your use of the Services.

18.3 Disclaimer of Warranties

EXCEPT AS EXPRESSLY SET FORTH IN SECTION 18.1, THE SERVICES, PLATFORMS, AI SYSTEMS, AI OUTPUTS, CONTENT, LEADS, DELIVERABLES, AND ALL OTHER PRODUCTS AND SERVICES PROVIDED BY THE COMPANY ACROSS THE ENTIRE INSUREU2 ECOSYSTEM ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT ANY WARRANTY OF ANY KIND. THE COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION:

• (a) any implied warranty of merchantability, fitness for a particular purpose, title, or non-infringement;
• (b) any warranty that the Services will be uninterrupted, error-free, secure, or free of harmful components;
• (c) any warranty regarding the accuracy, reliability, or completeness of any AI Output, lead, content, or deliverable;
• (d) any warranty that the Services will meet your requirements or produce any particular business outcome;
• (e) any warranty that AI systems will perform consistently or produce consistent outputs;
• (f) any warranty regarding lead quality, conversion rates, or business results;
• (g) any warranty that marketing services will produce any particular business result; and
• (h) any warranty arising from course of dealing, usage of trade, or course of performance.

Some jurisdictions do not permit the exclusion of certain warranties. Some of the above exclusions may not apply to you.

Section 19. Limitation of Liability

19.1 Exclusion of Consequential Damages

IN NO EVENT SHALL THE COMPANY OR ANY INDEMNIFIED PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, PUNITIVE, OR ENHANCED DAMAGES ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES, INCLUDING WITHOUT LIMITATION:

• (a) loss of revenue, profits, business, or anticipated savings;
• (b) loss of data or corruption of data;
• (c) loss of goodwill, reputation, or business relationships;
• (d) loss of insurance policies, commissions, or carrier relationships;
• (e) business interruption or operational disruption;
• (f) regulatory fines, penalties, or sanctions;
• (g) professional liability or errors and omissions losses;
• (h) damages arising from reliance on any AI Output;
• (i) damages arising from lead quality or lead performance;
• (j) damages arising from marketing campaign results; or
• (k) punitive or exemplary damages;

regardless of theory of liability and even if the Company has been advised of the possibility of such damages.

19.2 Aggregate Liability Cap

THE COMPANY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR ANY SERVICE SHALL NOT EXCEED THE LESSER OF: (a) THE TOTAL FEES ACTUALLY PAID BY YOU TO THE COMPANY IN THE THREE (3) CALENDAR MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (b) ONE HUNDRED THOUSAND DOLLARS ($100,000.00).

19.3 Essential Basis

The limitations herein reflect an informed, voluntary allocation of commercial risk between the parties, constitute an essential element of the basis of the bargain, and shall apply notwithstanding any failure of essential purpose of any limited remedy.

19.4 Exceptions

The liability limitations do not apply to: (a) your indemnification obligations; (b) a party's breach of confidentiality obligations; (c) Company intellectual property claims; (d) a party's fraud or willful misconduct; or (e) to the extent prohibited by applicable mandatory law.

Section 20. Dispute Resolution and Governing Law

20.1 Governing Law

These Terms shall be governed by the laws of the State of California without regard to conflict of laws principles.

20.2 Informal Resolution

Before initiating formal proceedings, the parties shall attempt to resolve disputes through good-faith negotiation for thirty (30) days following written notice of the dispute.

20.3 Binding Arbitration

EXCEPT AS PROVIDED IN SECTION 20.6, ALL DISPUTES, CLAIMS, AND CONTROVERSIES ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES SHALL BE RESOLVED EXCLUSIVELY BY BINDING ARBITRATION ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION IN ACCORDANCE WITH ITS COMMERCIAL ARBITRATION RULES. THE SEAT OF ARBITRATION SHALL BE SAN DIEGO, CALIFORNIA. THE ARBITRATION SHALL BE CONDUCTED BY A SINGLE ARBITRATOR WITH EXPERTISE IN TECHNOLOGY AND COMMERCIAL CONTRACTS.

20.4 Class Action Waiver

ALL CLAIMS MUST BE BROUGHT ON AN INDIVIDUAL BASIS ONLY. YOU WAIVE ANY RIGHT TO BRING OR PARTICIPATE IN ANY CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE ACTION. THE ARBITRATOR SHALL HAVE NO POWER TO CONSOLIDATE CLAIMS OR AWARD CLASS RELIEF.

20.5 Jury Trial Waiver

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AND THE COMPANY IRREVOCABLY WAIVE ALL RIGHTS TO A JURY TRIAL WITH RESPECT TO ANY DISPUTE ARISING UNDER THESE TERMS OR IN CONNECTION WITH THE SERVICES.

20.6 Equitable Relief

Notwithstanding the arbitration clause, either party may seek emergency injunctive or other equitable relief from any court of competent jurisdiction to prevent irreparable harm, including in connection with intellectual property infringement, misappropriation of trade secrets, breach of confidentiality, or non-solicitation or non-circumvention violations.

20.7 Venue

For any claims not subject to arbitration, the parties consent to the exclusive jurisdiction of state and federal courts located in San Diego County, California.

20.8 Attorneys' Fees

The prevailing party in any dispute shall be entitled to recover all reasonable attorneys' fees, court costs, and legal expenses.

Section 21. Term and Termination

21.1 Term

These Terms commence upon your acceptance and continue until all applicable subscriptions, engagements, and agreements have expired or been terminated.

21.2 Termination for Cause

Either party may terminate upon written notice if the other party materially breaches these Terms and fails to cure within thirty (30) days of written notice, becomes insolvent, or engages in fraudulent conduct.

21.3 Company Termination Rights

The Company may immediately terminate your access without notice for: (a) material violation of these Terms or any policy; (b) conduct creating legal or regulatory risk for the Company; (c) fraud or misrepresentation; (d) non-payment; or (e) any other reason the Company determines warrants termination.

21.4 Effect of Termination

Upon termination: (a) all licenses and access rights terminate immediately; (b) all outstanding fees become immediately due; (c) you must cease all use of the Services; and (d) provisions that by their nature survive termination shall survive, including without limitation Sections 7, 8, 9, 10, 13, 14, 15, 16, 17, 18, 19, 20, and 21.4.

Section 22. General Provisions

22.1 Entire Agreement

These Terms, together with all incorporated policies, Order Forms, Statements of Work, Master Services Agreement, and other applicable agreements, constitute the entire agreement between the parties regarding the Services and supersede all prior understandings, representations, and agreements.

22.2 Severability

If any provision of these Terms is found invalid or unenforceable, the remaining provisions continue in full force and effect.

22.3 Waiver

No failure to enforce any provision constitutes a waiver. No waiver is effective unless in writing.

22.4 Assignment

You may not assign these Terms without the Company's prior written consent. The Company may assign these Terms without consent in connection with any merger, acquisition, or sale of assets.

22.5 Force Majeure

The Company shall not be liable for any delay or failure caused by circumstances beyond its reasonable control, including acts of God, pandemic, government action, internet outages, or third-party failures. Your payment obligations are not excused by force majeure.

22.6 No Fiduciary Duty

Nothing in these Terms creates any fiduciary duty, partnership, joint venture, or agency relationship between the Company and you.

22.7 No Third-Party Beneficiaries

These Terms are for the sole benefit of the parties and do not create rights in any third party.

22.8 Electronic Communications

You consent to receive all communications from the Company electronically. Electronic communications satisfy any requirement for written communications.

22.9 Notices

Notices to the Company shall be sent to:

22.10 Publicity

The Company may identify you as a customer in marketing materials, website listings, and investor communications. You may revoke this authorization upon thirty (30) days written notice.

22.11 Headings

Section headings are for convenience only and do not affect interpretation.

22.12 Amendments

The Company may amend these Terms at any time. Continued use of the Services following notice of amendment constitutes acceptance.