Terms of Service

1. Acceptance and Eligibility

1.1 Binding Agreement

These Terms of Service ("Terms") form a legally binding agreement between XVLT LLC, a Pennsylvania limited liability company ("XVLT," "we," "us"), and the individual or entity accessing the XVLT platform ("Agent," "you," "User"). By creating an account, depositing funds, accepting a transferred call, funding a wallet, or using any platform feature, you accept these Terms in full. If you do not accept them, do not use the platform. By accepting, you also acknowledge that you are solely responsible under Section 5.8 for verifying that each consumer agrees to being recorded before you continue the call, and that any automated platform disclosure is a convenience only and does not shift that duty to XVLT.

1.2 Age and Authority

You represent that you are at least eighteen (18) years old and possess full legal authority to enter this agreement individually and on behalf of any entity you represent. If you accept these Terms on behalf of an agency, downline, or other entity, you represent that you are authorized to bind that entity, and "you" refers to both you and that entity.

1.3 Business Use Only

The platform is offered solely for business use by licensed insurance producers. It is not offered to consumers, and no consumer protection provisions applicable to consumer contracts are intended to apply to the Agent relationship.

1.4 Producer Licensing Requirements

The platform is available exclusively to individuals holding an active, unrestricted life insurance producer license in good standing in at least one U.S. state. You must hold an active resident or non-resident life insurance producer license in every state in which you accept calls. You represent and warrant continuously, and not merely at the time of registration, that:

• (a) You hold a valid life insurance producer license in every state where you accept a transferred call, present a quote, or solicit an application;
• (b) You maintain active carrier appointments for every carrier and product you quote or sell;
• (c) No license held by you is suspended, revoked, surrendered, lapsed, or subject to pending disciplinary proceedings, and no consumer complaint or regulatory inquiry concerning your conduct is pending that would impair your ability to sell insurance;
• (d) You are not subject to a federal prohibition under 18 U.S.C. § 1033 and have not been denied a 1033 waiver;
• (e) You will notify XVLT in writing at support@xvlt.io within twenty-four (24) hours of any license lapse, suspension, revocation, disciplinary action, consumer complaint, or regulatory inquiry affecting your ability to sell insurance; and
• (f) You will update your licensing information in the platform within five (5) business days of any addition, lapse, suspension, revocation, or non-renewal. XVLT routes calls based on the licensing information in your account, and you are solely responsible for its accuracy.

1.5 Disclaimer of State Routing

XVLT's state-routing feature is an automated convenience tool operating on User-configured settings. It does not constitute legal verification of your licensing status, does not verify carrier appointments, and does not confirm that any particular sale is permissible. You retain sole and complete responsibility for confirming your licensure and appointment status before accepting any transfer, presenting any quote, or soliciting any application. A routing error, a misconfigured filter, or a supplier's failure to pass accurate state data does not shift that responsibility to XVLT.

1.6 Verification

XVLT may request evidence of licensing, appointments, and errors and omissions coverage at any time and may suspend your account pending production of that evidence. XVLT may approve, decline, suspend, or revoke any account at its sole discretion, with or without stated cause.

2. Nature of the Service

2.1 Technology Platform Only

XVLT operates a software-as-a-service technology platform that routes inbound consumer telephone calls to licensed insurance producers and provides supporting tools including quoting, scripting, call logging, dispositions, and analytics. XVLT is not an insurance agency, insurance broker, insurance producer, managing general agent, field marketing organization, insurance marketing organization, lead vendor, or insurer. XVLT does not sell insurance, does not solicit insurance, does not give insurance advice, does not recommend products, does not receive commissions on policies sold, does not appoint Agents with carriers, does not hold or transmit premium, does not supervise Agents in the sale of insurance products, and does not participate in any insurance transaction.

2.2 Independent Relationship

Every insurance transaction occurring on or through the platform is strictly between you and the consumer. XVLT does not employ you, does not supervise your sales conduct, does not review or approve your presentations, and does not control the content of your conversations. Agents are independent contractors. Nothing in these Terms creates an employment, agency, partnership, joint venture, franchise, or fiduciary relationship. Agents control their own sales practices, carrier relationships, commissions, business expenses, and tax obligations.

2.3 No Business Guarantees

XVLT makes no guarantee of call volume, call quality, consumer intent, conversion rate, close rate, income, or any business result. Any figures appearing on XVLT's website, in marketing materials, in demonstrations, or in conversations with XVLT personnel are illustrative only and do not constitute a representation, warranty, projection, or guarantee. Call availability depends on third-party supply, Agent availability, state licensure, wallet balance, and market conditions outside XVLT's control.

2.4 Third-Party Dependencies

The platform depends on third-party services including, without limitation, telecommunications carriers and CPaaS providers, cloud infrastructure and hosting providers, payment processors, identity verification providers, transcription and AI providers, rate-data and routing-data vendors, email delivery providers, analytics tools, and call suppliers. XVLT does not control those third parties. XVLT is not responsible for their acts, omissions, outages, errors, rate changes, data inaccuracies, security incidents, insolvency, policy changes, or discontinuation of service, and any resulting interruption, loss, or claim does not constitute a breach of these Terms by XVLT.

2.5 No Premium Handling; Not a Money Transmitter

XVLT does not initiate, process, hold, transmit, or have access to consumer premium payments. All premium collection occurs between the consumer and the carrier. Wallet funds under Section 6 are consideration for software access and call routing services only, are XVLT's own funds upon receipt, and do not represent consumer money held for transmission. XVLT is not a money transmitter, payment processor, escrow agent, or financial institution.

2.6 Evolving Product; Beta and AI Features

Features may be added, modified, restricted, or removed at any time. Features designated "beta," "preview," "experimental," or "early access," and any AI-assisted summarization, transcription, scripting, scoring, or suggestion features, are provided for evaluation and convenience only, may be inaccurate or unstable, and may be withdrawn without notice. You remain solely responsible for verifying any AI-generated output before relying on it with a consumer or carrier.

2.7 No Fiduciary, Advisor, or Professional Duty

XVLT owes no fiduciary, advisory, consulting, legal, tax, actuarial, underwriting, or professional duty to you, any consumer, any carrier, any supplier, or any other person. Platform tools, scripts, checklists, and training content are operational aids only and are not legal, compliance, or product advice.

2.8 Not a Covered Entity or Business Associate (HIPAA)

XVLT is not a "covered entity" or "business associate" under HIPAA solely by reason of operating the platform. Health-related information disclosed on calls is handled as sensitive personal information under applicable privacy law and these Terms, not as a representation that HIPAA applies to XVLT.

3. Account Registration and Verification

3.1 Identity Verification

XVLT requires identity verification through a third-party provider before granting platform access. You consent to that verification and to XVLT's retention of verification status and related metadata. XVLT does not receive or store the government identification documents submitted to the verification provider.

3.2 Licensing Updates

You must accurately identify each state in which you hold an active producer license and keep that information current as required by Section 1.4.

3.3 Approval Is Discretionary

XVLT may approve, decline, suspend, or revoke any account at its sole discretion, with or without stated cause, subject to Section 1.6.

3.4 Account Security and Multi-Factor Authentication

You are responsible for maintaining the confidentiality of your credentials and for all activity under your account. You must enforce multi-factor authentication (2FA) where made available. Accounts are personal and may not be shared, sold, transferred, or accessed by any person other than the registered Agent. Notify XVLT immediately at support@xvlt.io of any suspected unauthorized access or credential leak.

3.5 One Account Per Agent

Agents may hold only one account. Creating duplicate or alternate accounts to obtain promotional pricing, evade suspension, or circumvent any limit is a material breach.

4. Quoter and Bank Routing Reference Tools

4.1 Quoter Reference Estimates

The XVLT quoting tool ("Quoter") displays estimated premium figures compiled from third-party sources, including carrier materials and industry rate aggregators. THE QUOTER PRODUCES NON-BINDING REFERENCE ESTIMATES ONLY. Figures produced by the Quoter:

• (a) Are not quotes, offers, binders, applications, or guarantees of coverage, price, or insurability;
• (b) Are not issued, endorsed, verified, reviewed, or approved by any insurance carrier;
• (c) May be inaccurate, outdated, incomplete, or superseded by carrier rate revisions occurring at any time without notice to XVLT;
• (d) Do not account for underwriting, health conditions, medication history, prior declines, build charts, replacement rules, state rate variation, modal factors, riders, graded or modified benefit structures, or any other factor affecting an issued premium;
• (e) May reflect products, face amounts, or issue ages a carrier no longer offers, or omit products a carrier currently offers.

4.2 Mandatory Independent Verification

You must independently verify every figure against the carrier's own current rate materials before communicating any number, coverage amount, or term to a consumer. You are solely responsible for the accuracy of everything you communicate. XVLT bears no responsibility for a misquote, a declined or rescinded application, a chargeback, a lapsed policy, a consumer complaint, a carrier action, an E&O claim, or a regulatory action arising from reliance on the Quoter.

4.3 No Completeness Representation

XVLT makes no representation that the Quoter covers all carriers, products, states, issue ages, or riders. The absence of a carrier or product from the Quoter is not a representation that it is unavailable, unsuitable, or uncompetitive.

4.4 Update Cadence

Rate data is refreshed on a periodic schedule at XVLT's sole discretion. XVLT does not commit to any update frequency and does not guarantee that any figure is current at any given moment.

4.5 Bank Routing Lookups

Routing number lookups, financial institution names, and related reference information ("Routing Data") are compiled from third-party databases and public records. ROUTING DATA IS REFERENCE INFORMATION ONLY. XVLT does not verify, validate, or guarantee its accuracy, currency, or completeness. Routing numbers change through mergers, acquisitions, charter changes, and regional reassignment.

4.6 Banking Verification

You must confirm all banking details directly with the consumer and with the carrier before submitting any application or authorizing any draft. XVLT bears no responsibility for a failed draft, returned payment, NSF fee, lapsed policy, chargeback, or consumer harm arising from Routing Data.

4.7 Consumer Banking Credentials

You must not enter, store, transmit, or retain consumer banking credentials, card numbers, or other payment information through any portion of the platform not expressly designated for that purpose. You must not retain consumer banking details after an application is submitted. This obligation exists independently of, and in addition to, your obligations under the Gramm-Leach-Bliley Act (GLBA) and applicable state financial privacy and insurance data security laws.

4.8 SMS Program — XVLT Quotes

SMS Program. XVLT Quotes is a one-time transactional message program. Consumers receive one message per quote, sent only at their request during a recorded call with a licensed insurance producer. Message frequency: one message per requested quote. Message and data rates may apply. Carriers are not liable for delayed or undelivered messages. Reply STOP to any message to opt out. Reply HELP for assistance, or contact support@xvlt.io or 267-444-0208.

XVLT Quotes messages are transactional only. They are not marketing, advertising, or promotional campaigns, are not sent on a recurring cadence, and are not used to enroll consumers in any ongoing SMS list. Opt-out via STOP is honored promptly and applies to future XVLT Quotes messages to that number.

The entire call on which SMS consent is obtained is recorded by Twilio, XVLT's telephony provider, and the recording is retained under the Privacy Policy. The platform will not send an XVLT Quotes SMS unless a Twilio recording reference exists for that call's CallSid. That requirement is enforced server-side before message delivery.

5. Call Traffic, Routing, Recording, and TCPA

5.1 Inbound Sourcing

Calls routed through the platform are acquired by XVLT from third-party call suppliers and networks. XVLT purchases inbound, consumer-initiated calls and routes them to Agents. XVLT does not generate consumer calls directly, does not place outbound calls to consumers, does not operate an automatic telephone dialing system with respect to consumers, and does not create, approve, or control the advertising that causes a consumer to call. XVLT does not control upstream advertising, lead generation, or consent capture.

5.2 Routing Eligibility

A call is routed to an Agent only when that Agent is registered and actively waiting, is licensed in the caller's state where that state can be determined, accepts the tier of the call, and holds a wallet balance sufficient to cover the applicable transfer cost. XVLT does not guarantee that any eligible Agent will receive any particular call.

5.3 Caller State

Where the caller's state cannot be reliably determined at the time of routing, the call may be routed to any otherwise-eligible Agent and flagged as state-unknown. The Agent is responsible for confirming the caller's state at the outset of the call and for terminating the call if the Agent is not licensed in that state. An Agent who continues a call in a state where the Agent is not licensed does so entirely at the Agent's own risk and remains liable for the transfer charge.

5.4 Consumer Intent and the Qualification Buffer

Calls originate from consumers responding to advertising across the broader digital ecosystem. Callers frequently begin conversations with varying levels of product understanding, imprecise terminology, incorrect assumptions about pricing or eligibility, or mistaken beliefs about the nature of the product. This variation is inherent in live inbound traffic and is expressly contemplated by these Terms. Each tier includes a disclosed Qualification Buffer Period / billable duration threshold, which exists specifically to give you time to clarify consumer intent, correct misunderstandings, confirm eligibility, and determine product fit before a call becomes billable. You are solely responsible for using that period. A caller's initial confusion, incorrect assumption, or imprecise language does not constitute a defect, misroute, or invalid transfer.

The published Qualification Buffer Periods are ten (10) seconds for Standard, thirty (30) seconds for Verified, and one hundred (100) seconds for Elite. Those periods describe time after the call connects to XVLT's telephony system (including routing, bridge, queue, IVR, recording disclosure, SIP URI, forwarding number, or softphone)—not time spent speaking with a human Agent, and not from when an Agent clicks "Pick up," "Accept," or otherwise acknowledges the call in the cockpit UI. If a call is connected to your endpoint (including auto-accept softphone paths), the buffer runs whether or not you have personally answered in the UI. When an Agent is available to take the call, the platform plays a short recording-disclosure IVR of approximately five (5) seconds—the same message everywhere: "This call is recorded for quality assurance."—before bridging to the Agent, so callers hear a consistent recording notice for compliance and quality assurance. Typical wallet debit therefore uses connected Dial time after that IVR: approximately five (5) seconds for Standard, twenty-five (25) seconds for Verified, and ninety-five (95) seconds for Elite (published buffers of ten (10) / thirty (30) / one hundred (100) seconds minus about five (5) seconds of recording IVR). Wallet debit uses the then-current billable duration threshold for the tier, measured by XVLT's system of record under Section 6.4.

5.5 Supplier Compliance; No Vicarious Liability

XVLT makes commercially reasonable efforts to source calls from suppliers who represent that their traffic is consumer-initiated and lawfully generated. XVLT does not and cannot warrant the compliance of any individual call. XVLT is not the originator of any call and does not make, initiate, or place calls to consumers. Where a call supplier provides consent documentation (such as a TrustedForm certificate or Jornaya LeadID), XVLT may retain that documentation for compliance and audit purposes. Retention of such documentation is not a representation that consent is valid, admissible, or sufficient for any purpose, and you may not rely on XVLT as having verified upstream consent.

To the maximum extent permitted by law, XVLT disclaims any vicarious, joint, several, aider-and-abettor, agency, or similar liability for the advertising, lead generation, consent capture, dialing, or call-origination practices of any supplier, publisher, affiliate, or network.

5.6 Your Compliance Responsibility

You are solely responsible for your own compliance with the Telephone Consumer Protection Act (TCPA), state mini-TCPA statutes, the Telemarketing Sales Rule (TSR), CAN-SPAM, federal and state Do Not Call (DNC) registries, state call-recording and wiretapping statutes (including all-party / two-party consent laws), the California Invasion of Privacy Act (CIPA) and analogous state privacy-invasion statutes, state insurance advertising and solicitation regulations, replacement and suitability rules, and all other applicable law governing your contact with consumers. XVLT's provision of tools, scripts, disclosures, or suppression lists does not shift that responsibility to XVLT.

5.7 Restricted Uses of Consumer Data

Using any consumer information obtained through the platform, you shall not:

• (a) Place any outbound call, text message, prerecorded message, or automated message without an independent, documented, legally sufficient basis obtained by you (XVLT does not solicit or convey outbound-marketing consent for inbound calls);
• (b) Contact any consumer who has requested no further contact;
• (c) Sell, rent, share, transfer, or otherwise disclose consumer information to any third party;
• (d) Use consumer information for any purpose other than servicing the specific insurance inquiry that produced the call;
• (e) Add any consumer to a marketing list, drip campaign, outbound dialer, SMS campaign, email campaign, remarketing audience, or third-party database;
• (f) Market auto warranties, home warranties, or other non-insurance products using platform-sourced consumer data.

5.8 Call Recording, Monitoring, and All-Party / Two-Party Consent

Calls routed through the platform are recorded by Twilio, and may be transcribed, monitored, and analyzed for compliance, quality assurance, training, billing verification, dispute resolution, and platform security. Agents consent to such recording and monitoring of their own participation, and of any employee, contractor, or other person they permit to use their account or audio devices, as a condition of platform access. You will obtain any required consents from those persons and will indemnify XVLT for failure to do so.

YOU ARE SOLELY RESPONSIBLE FOR COMPLYING WITH ALL FEDERAL AND STATE CALL-RECORDING AND WIRETAPPING LAWS APPLICABLE TO EACH CALL, INCLUDING IN ALL-PARTY (OFTEN CALLED TWO-PARTY) CONSENT JURISDICTIONS. Those jurisdictions currently include, without limitation and as may change over time: California, Connecticut, Delaware, Florida, Illinois, Maryland, Massachusetts, Michigan, Montana, Nevada, New Hampshire, Pennsylvania, and Washington, and any other jurisdiction requiring consent of more than one party. Because callers and Agents may be in different states, you must treat every call as if all-party consent is required unless you have independently confirmed otherwise under advice of your own counsel.

When an Agent is locked for an inbound transfer, the platform plays an audible pre-bridge recording disclosure of approximately five (5) seconds—the same spoken message on every bridged call: "This call is recorded for quality assurance." That short IVR exists to give callers a consistent recording notice for quality assurance and recording-compliance purposes before the Agent bridge. It is a convenience feature only. That disclosure:

• (a) Is not legal advice and is not warranted to satisfy any particular statute;
• (b) May fail to play, be delayed, be interrupted, be partially heard, or be overridden by device, network, or third-party telephony issues;
• (c) Does not by itself constitute the consumer's affirmative agreement to be recorded; and
• (d) Does not relieve you of any independent duty to notify and obtain consent.

Before discussing personal, financial, health, or insurance information, you must:

• (a) Confirm that the consumer heard that the call is being recorded (or re-disclose it yourself);
• (b) Obtain the consumer's clear, affirmative agreement to continue on a recorded line (for example, a spoken "yes," "I agree," or equivalent);
• (c) If the consumer objects, refuses, or does not clearly agree, immediately end the call and not continue the conversation on an unrecorded line, personal cell phone, or other off-platform channel in order to evade recording; and
• (d) Not disable, mute, circumvent, bypass, or separately re-record the call with any third-party device or software.

Inbound calls routed through the platform are recorded by Twilio (XVLT's telephony provider) for compliance, quality assurance, training, billing verification, dispute resolution, and security. Recordings are retained according to the Privacy Policy. Absence of a completed recording does not excuse payment for a billable transfer or create liability for XVLT with respect to wallet charges.

XVLT Quotes SMS may be sent only when a Twilio recording reference exists for the CallSid of the call on which the consumer requested the quote summary. The platform enforces that requirement server-side: if no recording is available for that CallSid, the Send Quote SMS path is rejected. For every call that produces an XVLT Quotes SMS, the entire call is recorded and the recording is retained so XVLT can produce it on request for compliance review.

You will not capture, store, or request payment card full primary account numbers, CVV codes, or similar PCI-sensitive data on a recorded line or in platform fields. Card and premium payments occur between the consumer and the carrier (or the carrier's payment processor), not through XVLT.

5.9 Do-Not-Contact Requests

When an Agent records a do-not-call outcome, the associated number is added to XVLT's permanent suppression list. You must honor any do-not-contact request immediately in your own records and must not contact that consumer again through any channel.

5.10 Callbacks and Post-Transfer Contact

Agents may contact a consumer after a call only in direct furtherance of the specific inquiry, only where permitted by law, and only where the consumer has not requested suppression. Because XVLT does not obtain outbound telemarketing consent for inbound calls, you must independently obtain and document any consent required for later calls, texts, or emails. Section 7.4 governs contact initiated before the applicable billable duration.

5.11 No Biometric Identifiers

XVLT does not intentionally create voiceprints or other biometric identifiers for identity verification of consumers. Automated transcription and audio analysis are used for operational purposes described in these Terms and the Privacy Policy, not to uniquely identify a person via biometric template under statutes such as the Illinois Biometric Information Privacy Act (BIPA), except as may incidentally occur in ordinary audio processing. You will not use platform audio to build biometric templates.

5.12 Supplier Contract Flow-Down

You acknowledge that XVLT acquires Calls under supplier agreements that may include prepaid payment, no-return rules after billable duration, Callback Fraud liability, hold-time and concurrency liability, hours-of-operation liability, telemarketing compliance certifications, indemnification of the supplier, data-security obligations, non-circumvention, and similar terms. To the maximum extent permitted by law, you assume and perform every corresponding obligation as to Calls routed to you, and you will not take any action that causes XVLT to breach a supplier agreement. Any Loss XVLT suffers under a supplier agreement because of your act or omission is your responsibility under Sections 6.3 and 15.

6. Wallet, Billing, Charges, Disputes, and Refunds

6.1 Prepaid Wallet

Platform access operates on a prepaid balance ("Wallet"). You fund the Wallet in advance. Transfers are debited from the Wallet at the per-transfer rate for your selected tier. Wallet funds are a prepaid balance for platform services and are not a deposit, a security, or an interest-bearing account. Wallet funds are not withdrawable, transferable for cash, or redeemable by you or any third party.

6.2 Billable Transfer Trigger

Each call tier carries a published per-transfer price and a Qualification Buffer Period (Standard 10 seconds, Verified 30 seconds, Elite 100 seconds). Those published buffers are measured from connection to XVLT's or the Agent's designated telephony endpoint or system (including bridge, SIP URI, forwarding number, IVR, recording disclosure / quality-assurance announcement, queue, or softphone)—not from when a human Agent personally answers, begins speaking with the caller, or clicks Pick up / Accept in the cockpit. Duration for supplier and platform billing purposes begins at system connection. Once connected, the billable clock runs regardless of whether you have acknowledged the call in the UI. When an Agent is available, callers first hear the approximately five (5) second recording-disclosure IVR ("This call is recorded for quality assurance."). Wallet debit then occurs at approximately five (5) seconds of connected Dial time for Standard, twenty-five (25) seconds for Verified, and ninety-five (95) seconds for Elite (published buffers of ten (10) / thirty (30) / one hundred (100) seconds minus about five (5) seconds of recording IVR). Calls that end before the then-current billable duration threshold are recorded with their actual duration and are not charged, except as provided in Section 6.3.

6.3 Supplier Passthrough Charges; Callback Fraud; Hold and Concurrency

XVLT purchases inbound call traffic from third-party suppliers under contracts that impose billable-duration rules, no-return rules, callback-fraud rules, hold-time rules, concurrency rules, hours-of-operation rules, and related commercial terms on XVLT. You acknowledge that those upstream terms bind XVLT commercially, and you agree that every corresponding cost, risk, and non-refundability rule is passed through to you in full as to calls routed to you.

Without limiting the foregoing, you are responsible for—and XVLT will debit your Wallet for—any amount XVLT is charged by a supplier (or cannot recover from a supplier) because:

• (a) The call reached the supplier's or platform's billable duration (including where duration runs from system connection rather than human answer);
• (b) You or anyone using your account engaged in "Callback Fraud" or off-platform diversion, including telling the caller you will call them back, asking for their phone number to contact them outside the platform, directing them off the recorded line, or otherwise attempting to continue the conversation outside XVLT before billable duration;
• (c) The call was left on hold, unanswered, sent to voicemail, or otherwise not promptly handled after connection to your endpoint, including where long hold times caused the call to become billable;
• (d) Your concurrency settings, online status, or answer capacity were overstated or inaccurate relative to your actual ability to take calls;
• (e) You failed to keep accurate hours of operation, holiday hours, location, endpoint, or availability settings, or you had office closures, meetings, or other unavailability not reflected in the platform; or
• (f) Any other Agent conduct, omission, or configuration caused XVLT to incur a supplier charge, penalty, clawback, or denied credit.

Passthrough charges under this Section are not subject to the billable duration threshold in Section 6.2 as a condition of debit. XVLT will record the call identifier and the stated basis for the charge in the Agent's transaction ledger where reasonably available. Supplier determinations that a call is billable or non-returnable are conclusive as between you and XVLT absent manifest error in XVLT's own metering.

6.4 System of Record

Connection time, bridge status, and duration are measured by XVLT's telephony and switch records, which serve as the final and conclusive source of truth for billing determinations as between you and XVLT, absent manifest technical error. Where a supplier uses its own system of record against XVLT, XVLT may rely on that supplier's records when assessing passthrough charges to you.

6.5 Rates

Current per-transfer rates and buffer thresholds are displayed in the platform. XVLT may change rates, tiers, or billable duration thresholds on notice under Section 17.1. Continued use after the effective date constitutes acceptance.

6.6 Insufficient Balance

An Agent whose wallet balance falls below the cost of a call tier is not eligible to receive calls of that tier. Where a passthrough or adjustment results in a negative balance, the Agent must restore the balance to zero or above before receiving further calls, and XVLT may offset the deficit against any future funding.

6.7 Valid Dispute Grounds

You may dispute a billable transfer within seven (7) calendar days of the charge, through the platform's dispute process. A dispute must identify the call and state the basis. Valid grounds are limited to the following:

• (a) Dead air, immediate disconnect, non-human traffic, or an invalid/disconnected number occurring within the Qualification Buffer Period;
• (b) A duplicate call from the same caller identification (ANI) within thirty (30) calendar days;
• (c) The caller was seeking a materially different product category (for example, auto, health, or home insurance);
• (d) The caller was outside the stated age range for the campaign;
• (e) The caller was located in a state where you do not hold an active license, provided your state filters were correctly configured before the call.

6.8 Excluded Disputes

The following are expressly not valid grounds for dispute, credit, or refund:

• (a) The caller's budget, income, health status, insurability, or financial capacity;
• (b) The caller's demeanor, tone, attentiveness, or willingness to engage;
• (c) The caller's decision not to purchase;
• (d) The caller's initial misunderstanding of insurance products, pricing, eligibility, or program structure;
• (e) Your dissatisfaction with the call outcome, your conversion rate, or your return on spend;
• (f) Your failure to use the Qualification Buffer Period to clarify intent. A consumer who declines to purchase is not a defective transfer;
• (g) Long hold times, unanswered connected calls, voicemail, overstated concurrency, or inaccurate hours/availability that caused a call to become billable;
• (h) Any call that a supplier has determined is non-returnable because it reached billable duration; and
• (i) Any passthrough charge under Section 6.3, including Callback Fraud charges, except for manifest duplicate debit of the same charge.

6.9 Dispute Determination

XVLT reviews disputes and may approve, partially approve, or deny them at its sole reasonable discretion, and may consider call recordings, transcripts, duration, disposition, and supplier records. Determinations are final and binding. Approved disputes are credited back to the Wallet. Credits are not cash refunds and are not withdrawable. Charges not disputed within the window are final. You agree to provide call recordings, dispositions, and other reasonable information on request; failure to cooperate is grounds for denial.

6.10 Supplier Dispute Limitations; No Upstream Returns

Agents acknowledge that XVLT's suppliers generally do not accept returns or credits on calls that reach billable duration, and may refuse credits for hold-time, concurrency, hours, and Callback Fraud situations. XVLT's ability to credit a disputed charge is limited by those upstream terms. If a supplier denies XVLT a credit, XVLT has no obligation to credit you. XVLT does not guarantee that any dispute will be approved.

6.11 Excessive Disputes

A dispute rate exceeding fifteen percent (15%) of billable transfers over any rolling thirty (30) day period may result in reduced routing priority, account audit, suspension, or termination.

6.12 No Withdrawal or Cash-Out

Wallet funds are prepaid credits for platform services only. They have no cash value and are not withdrawable, transferable, or redeemable for cash by you or any third party. XVLT does not offer cash-out, payout, bank transfer, or refund of unused Wallet balance, except where required by applicable law (including unclaimed property law under Section 6.14). Dispute credits under Section 6.9 are Wallet credits only and are not cash refunds. Promotional credits, bonus credits, and dispute credits have no cash value. Funds consumed by transfer charges, passthrough charges, subscription fees, or other assessed amounts are non-refundable. Wallet funds do not expire except as provided in Section 6.14.

6.13 Account Responsibility; Hours, Endpoints, and Concurrency

You are responsible for all charges incurred on your account, including charges resulting from misconfigured endpoints, unattended endpoints, voicemail capture, unavailable agents, hold times, overstated concurrency settings, inaccurate hours of operation (including holiday hours and office closures), change of location without updating the platform, or unauthorized access to your credentials. You must maintain accurate availability settings and hours of operation at all times while waiting for calls.

6.14 Inactivity

XVLT may close an account and, subject to applicable unclaimed property law (including Pennsylvania escheat requirements), address any remaining balance after twenty-four (24) months of inactivity, following notice to the email address on file.

6.15 Chargebacks

You agree not to initiate a chargeback for any charge without first completing the dispute process in this Section. Initiating or threatening a chargeback in violation of this Section constitutes a material breach and may result in immediate termination, forfeiture of unused Wallet balance, and referral to collection, including recovery of collection costs and reasonable attorneys' fees. You remain liable for the underlying amount and all associated fees.

6.16 Taxes and Payment Processing

Agents are responsible for all taxes arising from their use of the platform other than taxes on XVLT's net income. Wallet funding and subscription billing are processed by a third-party payment processor. XVLT does not store full payment card numbers. Your use of payment functions is also subject to the processor's terms.

6.17 Referral Program

XVLT may offer a producer referral program. Referral credits are Wallet credits only and are not withdrawable or payable in cash. Qualification, reward amounts, and expiry are as published in the platform at the time the referred producer qualifies. Unless XVLT publishes otherwise:

• (a) A referred producer must complete at least three hundred dollars ($300) in genuine card Wallet top-ups processed through XVLT's payment processor, and at least one (1) completed billable transfer, before a reward becomes pending for the referring Agent;
• (b) Dispute credits, promotional credits, referral credits, and other non-card credits do not count toward the qualification threshold;
• (c) A pending reward is claimed on the referring Agent's next genuine card top-up, in an amount equal to ten percent (10%) of that top-up, capped at one hundred dollars ($100). One pending reward is claimed per qualifying top-up, oldest first;
• (d) Unclaimed pending rewards expire thirty (30) days after qualification;
• (e) Self-referrals are void. XVLT may withhold, reverse, or forfeit rewards for fraud, abuse, or ineligible funding; and
• (f) Pending and unclaimed referral rewards are forfeited on termination for cause under Section 7.5.

7. Agent Conduct, Insurance, and Compliance

7.1 Professional Standards

You will at all times:

• (a) Comply with all applicable insurance laws, regulations, and carrier requirements;
• (b) Present products accurately and without misrepresentation;
• (c) Complete applications truthfully and without misstatement of consumer information;
• (d) Comply with all applicable replacement, suitability, and disclosure requirements;
• (e) Treat consumers fairly and professionally;
• (f) Not represent yourself as an employee or representative of XVLT, and not present XVLT as the insurer or agency of record;
• (g) Maintain and follow a privacy policy and consumer disclosures adequate for your independent collection, use, and disclosure of consumer information, and not contradict XVLT's Privacy Policy as to platform-processed data;
• (h) Fulfill commitments made to consumers in a timely manner; maintain reasonable customer-support practices; and offer products at prices within a reasonable fair-market range for the product type; and
• (i) Notify XVLT immediately in writing at privacy@xvlt.io of any security breach involving platform-sourced consumer or call data.

7.2 Errors and Omissions Coverage

You must maintain active Errors and Omissions (E&O) insurance covering life insurance sales with minimum limits of $1,000,000 per occurrence and $3,000,000 aggregate at all times while holding an active XVLT account, and must provide proof of coverage on XVLT's request. You must notify XVLT within five (5) business days of any lapse, cancellation, non-renewal, or material reduction in coverage. XVLT may suspend platform access pending verification of active coverage. Maintenance of E&O coverage is your obligation, and XVLT's failure to request or verify proof does not waive it.

7.3 Prohibited Conduct

You shall not:

• (a) Solicit or sell in any state where you are not licensed;
• (b) Quote or sell any carrier product for which you lack an active appointment;
• (c) Misrepresent premium, coverage, benefit period, waiting period, graded/modified benefit structures, your identity, licensure, or affiliation;
• (d) Falsify, or coach a consumer to falsify, any application response, including health questions;
• (e) Engage in churning, twisting, or improper replacement;
• (f) Share, resell, sublicense, or transfer platform access or credentials to any third party or unlicensed individual;
• (g) Intentionally terminate a call before the Qualification Buffer expires in order to re-contact the consumer outside the platform, or otherwise act to avoid payment for a transfer;
• (h) Re-route, resell, or redistribute calls or consumer information obtained through the platform;
• (i) Access the platform by automated means, scrape it, reverse engineer it, decompile it, or attempt to extract its underlying data, rate compilations, or logic;
• (j) Use the platform, or anything learned through it, to build, train, or improve any competing product, service, or dataset;
• (k) Circumvent the platform to transact directly with any call supplier whose identity you learned through XVLT;
• (l) Use high-pressure, deceptive, or abusive tactics, or interfere with routing or billing logic;
• (m) Impersonate XVLT, claim employment by XVLT, use XVLT's name, logo, or marks in advertising without prior written consent, or state or imply that XVLT underwrites, endorses, or is the agency of record for any product;
• (n) Record, stream, screen-capture, publish, or publicly discuss platform internals, supplier identities, pricing, or other Confidential Information except as required by law or expressly permitted in writing by XVLT;
• (o) Introduce malware, attempt unauthorized access, probe security, or overload platform infrastructure;
• (p) Use voice cloning, synthetic identity, deepfakes, or other deceptive audio or identity technologies in connection with platform calls; or
• (q) Violate U.S. export controls, sanctions, or anti-money-laundering laws, or use the platform from any embargoed jurisdiction.

7.4 Off-Platform Solicitation and Callback Fraud

Agents may not solicit, accept, or continue any consumer relationship originating from an XVLT-routed call outside the platform prior to the applicable billable duration for that call, and may not direct a caller to any telephone number, address, website, or other channel outside the platform during that period.

This includes providing the Agent's personal or agency telephone number, requesting the caller's number for the purpose of calling back outside the platform, arranging to continue the conversation elsewhere, telling the caller you will call them back before billable duration, and terminating a call before billable duration with the intent of resuming it off-platform. Leaving connected calls on hold without prompt handling in a manner that causes supplier billability is likewise prohibited as a billing-evasion practice.

Violation is a material breach and grounds for immediate suspension or termination, in addition to any passthrough charge under Section 6.3 and any other remedy available to XVLT. For clarity, collecting a consumer's contact information as a necessary part of completing an insurance application, on a call that continues on the platform, is not a violation of this Section.

7.5 Termination for Breach

Violation of this Section is a material breach permitting immediate suspension or termination without notice. Where termination results from fraud, intentional regulatory violation, unlicensed or unappointed sales, chargeback abuse, credential sharing, or circumvention under 7.3(g), (h), (j), or (k), or Section 7.4, any remaining Wallet balance is forfeited. Pending and unclaimed referral rewards under Section 6.17 are also forfeited. Terminations for other breaches are handled under Section 6.12.

7.6 Licensing and Appointments

Agents must maintain all licenses, appointments, continuing education, and registrations required to solicit and write the products they present. XVLT does not verify carrier appointments and does not warrant an Agent's authority to write any product.

7.7 Cooperation with Investigations

Agents must cooperate promptly with any XVLT investigation into a complaint, supplier chargeback, regulatory inquiry, or suspected breach, including by providing documentation relating to a call.

7.8 Agency, FMO, IMO, and Downline Responsibility

If you operate an agency, FMO, IMO, team, or downline on the platform, you are jointly and severally responsible for the compliance of Agents under your hierarchy with these Terms, including licensing, E&O, TCPA, recording, and consumer-data obligations. XVLT may suspend hierarchy access, withhold credits, set off amounts owed, or terminate the organization account based on the conduct of any downline Agent.

7.9 Primary Responsibility for Consumer and Carrier Claims

You acknowledge that any claim by a consumer, carrier, regulator, or other third party arising from your solicitation, advice, quoting, application, sale, replacement, servicing, or post-call contact is your claim to defend and resolve in the first instance. XVLT's role as a technology platform does not make XVLT a party to that insurance relationship or a guarantor of your performance.

7.10 SMS Consent Warranty (XVLT Quotes)

Producers using the platform warrant that, before requesting an SMS quote summary, they obtained the consumer's verbal consent on a recorded line and accurately recorded the consumer's mobile number. Misrepresenting consent is a material breach and grounds for immediate termination. The producer is responsible for any claim arising from a misrepresentation of consent.

Without limiting the foregoing, you will not request, trigger, or confirm an XVLT Quotes SMS unless: (a) the consumer clearly requested the quote summary on the recorded call; (b) the mobile number you enter is the number the consumer provided for that purpose; (c) a Twilio CallSid for that call is supplied to the platform; and (d) you do not coerce, fabricate, or falsely attest consent in any platform checkbox, attestation, disposition, or related field. The Send Quote SMS path remains locked unless a recording reference exists for that CallSid. Platform attestation UI is an operational control only and does not shift TCPA or state messaging liability for false consent to XVLT. Claims arising from your SMS consent practices are covered by your indemnification obligations under Section 15.

8. Intellectual Property, Confidentiality, Non-Solicitation, and Competitive Restrictions

8.1 Ownership

XVLT retains all right, title, and interest in and to the platform, including its software, source code, interface, design, rate compilations, quoting methodologies, scripting, routing logic, algorithms, documentation, trademarks, training materials, and all derivative works. Nothing in these Terms transfers any ownership interest to you.

8.2 Limited License

You receive a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use the platform for your own insurance sales activity during the term of your account. All rights not expressly granted are reserved.

8.3 Confidential Information

"Confidential Information" means XVLT's non-public information disclosed to or accessed by you, including without limitation: rate compilations and the methodology behind them; pricing structures and per-transfer costs; call economics; routing logic, filters, and scoring; the identity of call suppliers and the terms of supplier agreements; agent lists and agent performance data; conversion, close-rate, and quality data; scripting and sales methodology; product roadmap; unreleased features; and any technical or business information not publicly available.

8.4 Confidentiality Obligations

You will:

• (a) Hold Confidential Information in strict confidence;
• (b) Not disclose it to any third party without XVLT's prior written consent;
• (c) Not use it for any purpose outside your permitted use of the platform;
• (d) Not use it, directly or indirectly, to design, build, launch, operate, fund, advise, or assist any product or service that competes with XVLT;
• (e) Protect it with at least the degree of care you use for your own confidential information, and in no event less than reasonable care;
• (f) Notify XVLT immediately of any unauthorized disclosure.

Confidential Information does not include information that is or becomes public through no fault of yours, that you lawfully possessed before disclosure without obligation of confidence, or that you independently develop without reference to XVLT's information.

8.5 Trade Secrets

Without limiting Section 8.4, any Confidential Information that constitutes a trade secret under applicable law (including the Pennsylvania Uniform Trade Secrets Act and the federal Defend Trade Secrets Act) will be protected indefinitely for so long as it remains a trade secret. You will not misappropriate, disclose, or use any such trade secret except as expressly permitted by these Terms.

Notice of Immunity under 18 U.S.C. § 1833(b): An individual will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law, or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal and does not disclose the trade secret except pursuant to court order.

8.6 Survival of Confidentiality

Obligations under Sections 8.3 through 8.5 survive termination for three (3) years, and indefinitely with respect to any Confidential Information constituting a trade secret under applicable law.

8.7 Non-Solicitation of Agents

During an active account and for twelve (12) months following termination of your account, you will not, directly or indirectly, solicit, recruit, or induce any XVLT Agent to terminate or reduce their use of the platform, or to join any competing call platform or competing lead/call marketplace. This Section does not restrict ordinary recruiting into an insurance agency or downline where the recruited producer's use of XVLT is unaffected.

8.8 Non-Solicitation / Non-Circumvention of Suppliers

During an active account and for twenty-four (24) months following termination of your account for any reason, you will not, directly or indirectly, contact, solicit, negotiate, contract with, or transact with any call supplier, advertising network, publisher, affiliate, traffic partner, subcontractor, or other third party whose identity was discussed, introduced, disclosed, or made available to you through the platform or by XVLT, other than a party with whom you had a documented pre-existing relationship independent of XVLT, without XVLT's prior written consent.

You will not bypass, avoid, or circumvent XVLT to obtain call traffic, leads, or related services from any such party by using Confidential Information or by otherwise exploiting information learned through XVLT.

Because actual damages from breach of this Section would be difficult to calculate, if you violate this Section you will pay XVLT liquidated damages equal to the total fees or other amounts you paid to any such circumvented third party(ies) for twenty-four (24) months from the date the violation began, in addition to injunctive relief and any other remedies. The parties agree this amount is a reasonable pre-estimate of harm and not a penalty.

8.9 Competitive Restriction on Confidential Information

You agree that during your use of the platform and for twelve (12) months after termination, you will not use XVLT Confidential Information to develop, operate, or commercially launch a competing inbound call-routing platform for life insurance producers, or to assist any third party in doing so. This restriction is limited to use of Confidential Information and does not prohibit you from independently engaging in the insurance sales business.

8.10 Enforceability; Blue Pencil

Sections 8.7 through 8.9 are intended to be enforced to the maximum extent permitted by applicable law. If any court or arbitrator finds any portion unenforceable as written, it will be modified (blue-penciled) to the minimum extent necessary to make it enforceable. Nothing in these Terms requires you to violate a jurisdiction that prohibits certain non-solicitation or non-compete covenants; in such jurisdictions, the surviving obligations of confidentiality, trade-secret protection, and non-use of Confidential Information remain in full force.

8.11 Injunctive Relief

You acknowledge that breach of Sections 8.3 through 8.9 would cause irreparable harm for which monetary damages are inadequate, and that XVLT is entitled to seek injunctive relief without posting bond, in addition to all other remedies.

8.12 Feedback

Any suggestion, idea, or feedback you provide may be used by XVLT without restriction, attribution, or compensation.

9. Data Rights

9.1 Platform Data Ownership

As between XVLT and its call suppliers, personal information about consumers who call the platform is controlled by XVLT. XVLT owns all call recordings, transcripts, AI-generated summaries, call metadata, routing records, dispositions, and derived analytics generated on the platform.

9.2 Agent License to Prospect Records

XVLT grants you a limited, non-exclusive, non-transferable license to use the prospect information from calls you personally handled, solely to service that specific insurance inquiry and to satisfy your own regulatory recordkeeping obligations. Agents act as independent controllers of the information they retain in their own systems. This license terminates with your account, except where retention is required by law or carrier obligation.

9.3 Export

You may export prospect records from calls you personally handled at any time while your account is active. Agents should export any data they require before closing an account.

9.4 De-Identified Data and Model Training

XVLT may use call recordings, transcripts, metadata, and platform data to develop and improve automated tools including transcription, summarization, quality scoring, and compliance detection, and may use de-identified call audio, transcripts, and metadata for quality assurance, dispute resolution, platform improvement, analytics, benchmarking, and the training of machine learning and natural language processing models, including automated intake systems. Personally identifying information is masked or removed before such training use where feasible.

9.5 Sample Recording License

Where XVLT provides you a de-identified sample recording, you receive a limited, non-exclusive, revocable license to use it solely for internal training of your own agents. You may not republish, resell, redistribute, or share it outside your organization.

9.6 Agency Hierarchy Access

Where an Agent operates within an agency or downline on the platform, designated agency administrators may access that Agent's call recordings, transcripts, and performance metrics for compliance monitoring and coaching. Agents joining an agency consent to that access.

9.7 Continuing Obligations

Regardless of ownership, your use of consumer information remains subject to Section 5.7 and all applicable privacy law, and to the Privacy Policy.

10. Suspension and Termination

10.1 By You

You may terminate at any time through the platform or by written notice to support@xvlt.io. Termination does not entitle you to refund of subscription fees for any period, in whole or in part, or of consumed charges.

10.2 By XVLT

XVLT may suspend or terminate your access immediately and without notice for: suspected fraud; licensing lapse or disciplinary action; compliance violation; excessive disputes; non-payment; chargeback; off-platform solicitation; consumer complaints; regulatory inquiry; supplier chargebacks; breach of these Terms; or any conduct XVLT reasonably determines poses regulatory, reputational, or financial risk to XVLT, consumers, suppliers, or other Agents.

10.3 Compliance Review Suspension

XVLT may temporarily suspend your access to investigate a potential compliance issue, respond to a carrier inquiry, or respond to a government or regulatory inquiry. Suspension under this provision is not a termination and does not entitle you to compensation.

10.4 Termination Without Cause

XVLT may terminate any account without cause on thirty (30) days' notice. In that case unused Wallet balance is prepaid credit and is not payable in cash, except where required by applicable law.

10.5 Effect

On termination your license to the platform ends immediately. Wallet balance is handled under Section 6.12, except where Section 7.5 applies. Amounts owed to XVLT, including passthrough charges assessed after termination for calls taken before it, remain payable.

10.6 Survival

Sections 2.3, 2.5, 4 (including 4.8), 5.6, 5.7, 5.8, 5.12, 6.3, 6.13, 6.15, 6.17, 7.3, 7.4, 7.5, 7.10, 8, 9, 11, 12, 13, 14, 15, and 16 survive termination.

11. Subscriptions

11.1 Plans

XVLT offers optional monthly subscription plans that reduce per-transfer pricing and unlock additional features. Current plans and prices are displayed in the platform. Subscriptions bill monthly in advance and renew automatically until cancelled.

11.2 Cancellation

You may cancel at any time; cancellation takes effect at the end of the current paid billing period. Access, tier benefits, and discounted transfer pricing continue through the end of that period. Subscription fees are non-refundable in whole or in part, including for partial periods, non-use, suspension, or termination for cause. After the period ends, per-transfer pricing reverts to standard rates.

11.3 Plan Changes and Promotional Pricing

Changing plans mid-period results in a prorated charge or credit applied through the payment processor. Downgrades may result in loss of tier-specific features, including agency functionality, and any resulting data loss is the Agent's responsibility. Introductory or promotional transfer pricing applies to a limited number of completed transfers per account and is available once per Agent. It does not reset on cancellation, resubscription, plan change, or account recreation. XVLT may modify or withdraw promotional offers prospectively. If a subscription payment fails, XVLT may suspend subscription benefits and revert the Agent to standard pricing until payment succeeds. XVLT may change subscription pricing on thirty (30) days' notice, effective at your next renewal.

12. Third Parties, Releases, and Assumption of Risk

12.1 Assumption of Risk

You knowingly assume all risks arising from: (a) accepting transferred calls; (b) relying on Quoter estimates, Routing Data, scripts, AI outputs, or other platform tools; (c) dealing with consumers whose intent, identity, consent status, or health disclosures may be incomplete or inaccurate; (d) third-party supplier quality, volume, consent practices, and compliance; and (e) carrier underwriting, appointment, commission, and product decisions outside XVLT's control.

12.2 Release Regarding Call Suppliers and Traffic

To the maximum extent permitted by law, you release and forever discharge XVLT and its members, officers, directors, employees, contractors, and agents from any and all claims, demands, and causes of action arising out of or relating to call suppliers, including alleged lack of consumer consent, wrong number, wrong state, poor intent, short calls, hang-ups, fraud, spoofing, robocall complaints, TCPA claims tied to supplier origination, or supplier billing practices, except to the extent of a wallet credit XVLT elects to grant under Section 6.

12.3 Release Regarding Carriers, Consumers, and Other Agents

You release XVLT from any claim arising from disputes with insurance carriers, consumers, uplines, downlines, FMOs, IMOs, or other Agents, including commission disputes, chargebacks of premium, policy rescissions, suitability complaints, replacement complaints, and allegations of misrepresentation by you or by another Agent.

12.4 Release Regarding Recording and Privacy Claims

You release XVLT from any claim arising from call recording, monitoring, transcription, or analysis of calls you accept, including claims under federal or state wiretap laws, all-party / two-party consent statutes, CIPA, BIPA, or analogous privacy statutes, except to the extent caused solely by XVLT's willful misconduct. You acknowledge that your duties under Section 5.8 are independent and primary.

12.5 Covenant Not to Sue XVLT for Third-Party Conduct

You covenant not to sue XVLT for the acts or omissions of any call supplier, telecommunications provider, payment processor, identity verification provider, hosting provider, insurance carrier, consumer, or other Agent, and you agree that your exclusive remedies against XVLT for platform-related billing issues are those expressly stated in Section 6.

12.6 California Civil Code § 1542 Waiver

You expressly waive any rights under California Civil Code § 1542 (and any similar law of any other jurisdiction), which states: "A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party."

12.7 No Third-Party Beneficiaries

These Terms are solely for the benefit of you and XVLT. No consumer, carrier, supplier, regulator, downline, upline, or other third party is a third-party beneficiary of these Terms or has any right to enforce them, except that XVLT's indemnified parties may enforce Section 15.

12.8 No Authority to Bind XVLT; No Public Statements

You have no authority to bind XVLT, issue press releases about XVLT, or make public statements attributing product, pricing, or compliance representations to XVLT. You will not list XVLT as your employer, agency, MGA, FMO, or carrier on any application, appointment form, or regulatory filing.

12.9 Subpoena and Legal Process Cost Recovery

If XVLT receives a subpoena, civil investigative demand, or other legal process relating primarily to your conduct, your downline, or your consumer interactions, you will reimburse XVLT's reasonable costs of response, including attorney time and document-production expense, except to the extent prohibited by law.

12.10 Setoff and Recoupment

XVLT may set off, recoup, or withhold any amounts you owe XVLT (including indemnification amounts, passthrough charges, supplier penalties, chargeback costs, and investigation costs) against wallet balances, subscription credits, or other amounts otherwise payable to you.

12.11 Electronic Communications and E-SIGN

You consent to receive all agreements, notices, disclosures, and other communications electronically, and agree that electronic signatures, clickwrap acceptance, and in-app acknowledgments satisfy any writing requirement under the E-SIGN Act and UETA.

12.12 Order of Precedence

If these Terms conflict with the Privacy Policy on a commercial, billing, liability, or dispute-resolution issue, these Terms control. The Privacy Policy controls solely as to personal-information practices.

13. Disclaimer of Warranties

THE PLATFORM, INCLUDING ALL DATA, RATE INFORMATION, ROUTING DATA, SCRIPTING, AND CALL TRAFFIC, IS PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, XVLT DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, AND STATUTORY, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AND ANY WARRANTY ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. XVLT DOES NOT WARRANT THAT: THE PLATFORM WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; DEFECTS WILL BE CORRECTED; ANY DATA, INCLUDING RATE DATA AND ROUTING DATA, IS ACCURATE, COMPLETE, OR CURRENT; ANY CALL WILL MEET ANY STANDARD OF QUALITY, INTENT, DURATION, OR COMPLIANCE; THAT ANY CONSUMER HAS PROVIDED VALID CONSENT TO BE CONTACTED; THAT ANY AUTOMATED RECORDING DISCLOSURE WILL PLAY, BE HEARD, OR SATISFY ANY STATE LAW; THAT ANY CONSUMER HAS AGREED TO BE RECORDED; OR THAT THE PLATFORM WILL MEET YOUR REQUIREMENTS OR PRODUCE ANY PARTICULAR RESULT. XVLT MAKES NO WARRANTY REGARDING THIRD-PARTY SERVICES INCLUDING TELEPHONY, PAYMENT, VERIFICATION, HOSTING, OR CALL SUPPLY PROVIDERS. NO ADVICE OR INFORMATION, ORAL OR WRITTEN, OBTAINED FROM XVLT CREATES ANY WARRANTY NOT EXPRESSLY STATED HERE.

14. Limitation of Liability

14.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, XVLT WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST COMMISSIONS, LOST BUSINESS OPPORTUNITY, LOST DATA, BUSINESS INTERRUPTION, REPUTATIONAL HARM, COST OF COVER, OR REGULATORY FINES OR PENALTIES, ARISING FROM OR RELATED TO THE PLATFORM OR THESE TERMS, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

14.2 XVLT'S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING FROM OR RELATED TO THESE TERMS WILL NOT EXCEED THE GREATER OF (A) THE TOTAL AMOUNTS YOU PAID XVLT IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED DOLLARS ($100).

14.3 WITHOUT LIMITING THE FOREGOING, XVLT IS NOT LIABLE FOR THE ACTS OR OMISSIONS OF CALL SUPPLIERS, TELECOMMUNICATIONS PROVIDERS, CLOUD PROVIDERS, PAYMENT PROCESSORS, IDENTITY VERIFICATION PROVIDERS, TRANSCRIPTION OR AI PROVIDERS, RATE OR ROUTING DATA VENDORS, INSURANCE CARRIERS, CONSUMERS, REGULATORS, OR OTHER AGENTS, WHETHER OR NOT THOSE PARTIES ARE INTEGRATED WITH OR ACCESSIBLE THROUGH THE PLATFORM.

14.4 XVLT IS NOT LIABLE FOR ANY CLAIM ALLEGING THAT A CONSUMER LACKED CONSENT TO BE CONTACTED, THAT A CALL VIOLATED THE TCPA OR ANY STATE TELEMARKETING LAW AT ORIGINATION, THAT A SUPPLIER MISREPRESENTED TRAFFIC QUALITY, THAT A RECORDING DISCLOSURE FAILED TO PLAY OR BE HEARD, THAT A CONSUMER DID NOT AGREE TO BE RECORDED, OR THAT RECORDING OR MONITORING VIOLATED ANY WIRETAP OR ALL-PARTY CONSENT STATUTE AS TO A CALL YOU ACCEPTED, EXCEPT FOR ANY DISPUTE CREDIT XVLT ELECTS TO ISSUE UNDER SECTION 6.

14.5 The limitations in this Section are an essential element of the agreement between the parties and apply notwithstanding the failure of any limited remedy. These limitations survive termination.

14.6 Some jurisdictions do not permit the exclusion of certain warranties or the limitation of certain damages. Where those restrictions apply, XVLT's liability is limited to the greatest extent permitted by law.

15. Indemnification

15.1

You will defend, indemnify, and hold harmless XVLT LLC and its members, officers, directors, employees, contractors, affiliates, and agents (the "Indemnified Parties") from and against any claim, demand, investigation, proceeding, loss, liability, damage, fine, penalty, judgment, cost, or expense, including reasonable attorneys' fees, arising from or related to:

• (a) Your use of the platform;
• (b) Any call you accept, including your conduct on the call and any communication with a consumer after the call;
• (c) Your sale, solicitation, attempted sale, or servicing of any insurance product;
• (d) Any misrepresentation, misquote, or misstatement you make to a consumer;
• (e) Your violation of any insurance law, regulation, or carrier requirement;
• (f) Your violation of the TCPA, any state mini-TCPA statute, the TSR, any Do Not Call requirement, or any call-recording or wiretapping statute;
• (g) Your unlicensed or unappointed activity;
• (h) Your collection, handling, storage, disclosure, or misuse of consumer information;
• (i) Your breach of these Terms;
• (j) Any charge, chargeback, penalty, clawback, denied credit, or other Loss assessed against XVLT by a call supplier, lead provider, or marketing partner arising from your conduct, configuration, hold times, concurrency, hours, Callback Fraud, use of Calls, or post-call dealings with a consumer;
• (k) Any misrepresentation regarding your licensure, appointments, or E&O coverage;
• (l) Any dispute between you and a consumer, carrier, upline, downline, or other Agent;
• (m) Any claim that your use of the platform infringes a third party's rights;
• (n) Any claim by a third party that XVLT is vicariously liable, jointly liable, or an aider and abettor of your conduct;
• (o) Any publicity, brand misuse, or false affiliation statement involving XVLT;
• (p) The acts or omissions of any Agent in your agency, FMO, IMO, team, or downline;
• (q) Any security incident arising from your credentials, devices, or failure to maintain 2FA or other required controls;
• (r) Any claim under federal or state wiretap, eavesdropping, or call-recording laws, including all-party / two-party consent statutes, CIPA, or analogous laws, arising from a call you accepted or from your failure to obtain affirmative consumer consent to recording as required by Section 5.8;
• (s) Any biometric-privacy claim arising from your use of platform audio or your creation of voiceprints or similar templates;
• (t) Any claim that XVLT failed to play, or that a consumer failed to hear, an automated recording disclosure;
• (u) Any Loss XVLT incurs under a supplier or lead-provider agreement (including indemnification of that supplier) to the extent arising from your use of Calls, your sales practices, your privacy or data practices, your advertising or script content, or your dealings with a consumer after a Call; and
• (v) Any failure to maintain a privacy policy or consumer disclosures required for your independent use of consumer information; and
• (w) Any SMS, text, or messaging claim (including under the TCPA, state mini-TCPA statutes, or carrier/A2P rules) arising from an XVLT Quotes message you requested, or from your misrepresentation, fabrication, or inaccurate attestation of consumer consent or mobile number under Section 7.10.

15.2

XVLT will notify you of any claim subject to indemnification and may, at its sole option, assume control of the defense at your expense. You may not settle any claim in a manner imposing any obligation, payment, or admission on XVLT without XVLT's prior written consent. Your indemnity obligations are independent of any insurance and are not limited by E&O policy limits.

15.3 Contribution and Defense

If an Indemnified Party is named in any action relating to your conduct, you will, at XVLT's election, promptly assume the defense with counsel reasonably acceptable to XVLT, or reimburse the Indemnified Parties for defense costs as incurred. You waive any claim for contribution or comparative fault against XVLT arising from your own wrongful acts.

15.4

This Section survives termination.

16. Dispute Resolution

16.1 Governing Law

These Terms are governed by the laws of the Commonwealth of Pennsylvania, without regard to conflict of laws principles.

16.2 Informal Resolution

Before initiating arbitration, you agree to contact support@xvlt.io and attempt good-faith resolution for at least thirty (30) days.

16.3 Binding Arbitration

Any dispute arising from or relating to these Terms or the platform will be resolved by binding individual arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The seat and venue of arbitration is Montgomery County, Pennsylvania. Judgment on the award may be entered in any court of competent jurisdiction. The arbitrator may award individual relief only and may not award public injunctive relief except where prohibited by law.

16.4 Class Action and Mass Arbitration Waiver

YOU AND XVLT EACH WAIVE ANY RIGHT TO BRING OR PARTICIPATE IN A CLASS, COLLECTIVE, CONSOLIDATED, MASS, COORDINATED, OR REPRESENTATIVE ACTION OR ARBITRATION. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PARTY'S CLAIMS OR PRESIDE OVER ANY FORM OF REPRESENTATIVE PROCEEDING. If this waiver is held unenforceable as to any claim, that claim will proceed in court and all other claims remain in arbitration.

16.5 Jury Trial Waiver

TO THE EXTENT ANY CLAIM PROCEEDS IN COURT, YOU AND XVLT EACH KNOWINGLY AND VOLUNTARILY WAIVE ANY RIGHT TO TRIAL BY JURY.

16.6 Injunctive Relief

Either party may seek injunctive or equitable relief in a court of competent jurisdiction in Montgomery County, Pennsylvania for misappropriation of intellectual property, trade secrets, or breach of confidentiality or non-solicitation, without waiving the arbitration requirement as to other claims.

16.7 Limitations Period

Any claim must be brought within one (1) year after it accrues or is permanently barred, except where a longer period is required by law.

16.8 Attorneys' Fees

If XVLT prevails in any dispute arising from these Terms, you will reimburse XVLT's reasonable attorneys' fees and costs, in addition to any other relief awarded.

16.9 Exclusive Venue for Court Proceedings

Subject to the arbitration requirement, the state and federal courts located in Montgomery County, Pennsylvania have exclusive jurisdiction over any permitted court proceeding, and you consent to personal jurisdiction there.

17. General

17.1 Changes to Terms

XVLT may modify these Terms. Material changes take effect thirty (30) days after notice by email or in-platform posting. Changes to pricing, tiers, or billable duration thresholds take effect on the notice period stated at the time of the change, and in no event less than seven (7) days. Continued use after the effective date constitutes acceptance.

17.2 Entire Agreement

These Terms, together with the Privacy Policy and any order form or campaign specification, constitute the entire agreement and supersede all prior understandings. No oral statement by any XVLT representative modifies these Terms.

17.3 Severability

If any provision is held unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remainder stays in full force.

17.4 No Waiver

Failure to enforce any provision is not a waiver of that or any other provision. Any waiver must be in a writing signed by XVLT.

17.5 Assignment

You may not assign or transfer these Terms or your account without XVLT's prior written consent. XVLT may assign freely, including in connection with a merger, acquisition, or sale of assets.

17.6 Force Majeure

Neither party is liable for failure or delay in performance caused by circumstances beyond reasonable control, including telecommunications or carrier outages, cloud infrastructure failure, cyberattack, natural disaster, labor dispute, pandemic, act of government, or supplier insolvency.

17.7 Independent Parties

Nothing creates an employment, agency, partnership, joint venture, franchise, or fiduciary relationship. Neither party may bind the other.

17.8 Notices

Notices to XVLT: XVLT LLC, 819 Scott Way, Lansdale, PA 19446, and support@xvlt.io.

Notices to you may be sent to the email address on your account and are deemed received on the date sent.

17.9 Headings; Construction; English Controlling

Headings are for reference only and do not affect interpretation. These Terms will not be construed against the drafter. The English-language version controls over any translation.

17.10 Cumulative Remedies

XVLT's rights and remedies are cumulative and in addition to any rights available at law or in equity.

17.11 Export and Sanctions

You may not use the platform in violation of U.S. export control or sanctions laws. You represent that you are not located in, organized under the laws of, or ordinarily resident in any country or territory subject to comprehensive U.S. sanctions, and are not a denied or restricted party.

17.12 Survival

Sections concerning payment, confidentiality, trade secrets, non-solicitation, competitive restrictions, data rights, disclaimers, limitation of liability, indemnification, releases, dispute resolution, and this General section survive termination.

17.13 Contact

XVLT LLC
819 Scott Way, Lansdale, PA 19446
support@xvlt.io | privacy@xvlt.io

19. SMS Messaging Program

Program name: XVLT Quote Summaries

Description: XVLT sends a one-time text message summarizing an insurance quote to a consumer who requested it verbally during an inbound call with a licensed producer.

Message frequency: One message per quote requested. XVLT does not send recurring or marketing messages.

Message and data rates: Message and data rates may apply.

Support: support@xvlt.io or 267-444-0208

To stop messages, reply STOP. You will receive one confirmation and no further messages.

For help, reply HELP or contact support@xvlt.io.

Carriers are not liable for delayed or undelivered messages.

Additional program details, the producer verbal opt-in script, and sample message content are published at xvlt.io/sms. Related producer obligations appear in Sections 4.8 and 7.10. Privacy practices for mobile numbers appear in the Privacy Policy.