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 ("you," "Agent," "User"). By creating an account, depositing funds, accepting a transferred call, or using any platform feature, you accept these Terms in full. If you do not accept them, do not use the platform.

1.2 Age and Authority

You represent that you are at least 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 entity, you represent that you are authorized to bind that entity, and "you" refers to both you and that entity.

1.3 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 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;
• (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.

1.4 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.

1.5 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.

2. Nature of the Service

2.1 Technology Platform Only

XVLT is a software-as-a-service platform. 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, 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. You operate as an independent business.

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. Your results depend on factors outside XVLT's control, including your skill, licensing, carrier relationships, availability, and market conditions.

2.4 Third-Party Dependencies

The platform depends on third-party services including telecommunications carriers, cloud infrastructure providers, payment processors, and data providers. XVLT is not responsible for the acts, omissions, outages, errors, or discontinuation of any third-party service, and any resulting interruption does not constitute a breach of these Terms.

2.5 Evolving Product

Features may be added, modified, restricted, or removed at any time. Features designated "beta," "preview," or "early access" are provided for evaluation, may be unstable, and may be withdrawn without notice.

3. Quoter and Bank Routing Reference Tools

3.1 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.

3.2 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.

3.3 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.

3.4 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.

3.5 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.

3.6 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.

3.7 Consumer Banking Credentials

You must not enter, store, transmit, or retain consumer banking credentials 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 laws.

3.8 No Premium Handling

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 5 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.

4. Call Traffic, Consumer Expectations, and TCPA

4.1 Inbound Sourcing

XVLT purchases inbound, consumer-initiated calls from third-party suppliers and routes them to Agents. XVLT does not generate consumer calls, 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.

4.2 Consumer Intent and the Qualification Buffer

Calls originate from consumers responding to advertising across the broader digital ecosystem. As a result, 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, 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.

4.3 Supplier Compliance

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.

4.4 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), federal and state Do Not Call (DNC) registries, state call-recording and wiretapping statutes, state insurance advertising and solicitation regulations, and all other applicable law governing your contact with consumers.

4.5 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;
• (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, or remarketing audience.

4.6 Automated Call Recording Disclosure

Calls routed through the platform are recorded. To ensure compliance with federal and state wiretapping/consent laws, the platform automatically plays an audible pre-bridge recording disclosure ("This call is recorded for quality assurance") to both parties upon connection. You shall not disable, mute, or attempt to bypass this automated disclosure. You remain independently responsible for ensuring compliance with any additional disclosure requirements under the laws of your jurisdiction and the consumer's jurisdiction.

4.7 Do-Not-Contact Requests

You must honor any do-not-contact request immediately and must record it in the platform's disposition system so that it can be added to XVLT's suppression records.

5. Wallet, Billing, Disputes, and Refunds

5.1 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.

5.2 Billable Transfer Trigger

A transfer becomes billable the exact second the call successfully bridges to your designated telephony endpoint (e.g., SIP URI, forwarding phone number, or softphone answer) and remains connected through the Qualification Buffer Period applicable to your campaign tier.

5.3 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 absent manifest technical error.

5.4 Rates

Current per-transfer rates and buffer thresholds are displayed in the platform. XVLT may change rates on thirty (30) days' written notice. Continued use after the effective date constitutes acceptance.

5.5 Valid Dispute Grounds

You may dispute a billable transfer within seven (7) calendar days of the call, through the platform's dispute process, on the following grounds only:

• (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.

5.6 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.

5.7 Dispute Determination

XVLT reviews disputes and makes determinations in its sole reasonable discretion. Determinations are final and binding. Approved disputes are credited back to the Wallet. XVLT does not issue cash refunds for disputed transfers. You agree to provide call recordings, dispositions, and other reasonable information on request; failure to cooperate is grounds for denial.

5.8 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.

5.9 Refunds of Unused Balance

Unused Wallet funds deposited by you are refundable on written request to support@xvlt.io, less any amounts owed, provided your account is in good standing and was not terminated under Section 6.4 or Section 9.1. Refunds are issued to the original payment method within ten (10) business days. Promotional credits, bonus credits, and credits issued through the dispute process have no cash value and are non-refundable. Wallet funds do not expire.

5.10 Account Responsibility

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, or unauthorized access to your credentials. You must maintain accurate availability settings and hours of operation.

5.11 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. Agent Conduct and Mandatory E&O

6.1 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.

6.2 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 claim and $1,000,000 aggregate, and must provide proof of coverage on XVLT's request.

6.3 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, or graded/modified benefit structures;
• (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.

6.4 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 6.3(g), (h), or (k), any remaining Wallet balance is forfeited. Terminations for other breaches are subject to the standard refund provisions of Section 5.9.

6.5 Account Security & 2FA

You are responsible for maintaining the confidentiality of your credentials and enforcing multi-factor authentication (2FA). You must notify XVLT immediately of any suspected unauthorized access or credential leak.

7. Intellectual Property, Confidentiality, and Non-Solicitation

7.1 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, and all derivative works. Nothing in these Terms transfers any ownership interest to you.

7.2 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.

7.3 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; 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; and any technical or business information not publicly available.

7.4 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.

7.5 Survival

Obligations under Sections 7.3 and 7.4 survive termination for three (3) years, and indefinitely with respect to any Confidential Information constituting a trade secret under applicable law.

7.6 Non-Solicitation

For twelve (12) months following termination of your account, you will not, directly or indirectly:

• (a) Solicit, recruit, or induce any XVLT Agent to terminate or reduce their use of the platform, or to join any competing platform;
• (b) Solicit, contract with, or transact with any call supplier, advertising network, or traffic partner whose identity was disclosed to you through the platform, other than a supplier with whom you had a documented pre-existing relationship.

7.7 Injunctive Relief

You acknowledge that breach of Sections 7.3 through 7.6 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.

7.8 Feedback

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

8. Data Rights and Model Training

8.1 Platform Data Ownership

XVLT owns all call recordings, transcripts, AI-generated summaries, call metadata, routing records, dispositions, and derived analytics generated on the platform.

8.2 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. This license terminates with your account, except where retention is required by law or carrier obligation.

8.3 Export

You may export prospect records from calls you personally handled at any time while your account is active.

8.4 De-Identified Data and Model Training

XVLT 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 use.

8.5 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.

8.6 Continuing Obligations

Regardless of ownership, your use of consumer information remains subject to Section 4.5 and all applicable privacy law.

9. Suspension and Termination

9.1 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; breach of these Terms; or any conduct XVLT reasonably determines poses regulatory, reputational, or financial risk to XVLT or to consumers.

9.2 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.

9.3 By You

You may terminate at any time 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.

9.4 Effect

On termination your license to the platform ends immediately. Wallet balance is handled under Section 5.9, except where Section 6.4 applies.

9.5 Survival

Sections 2.3, 3, 4.4, 4.5, 5.10, 5.11, 6.3, 6.4, 7, 8, 10, 11, 12, 13, and 14 survive termination.

10. Subscriptions

10.1 Certain features may require a recurring subscription, billed in advance and renewing automatically until cancelled.

10.2 You may cancel at any time; cancellation takes effect at the end of the current billing period. Subscription fees are non-refundable in whole or in part, including for partial periods, non-use, suspension, or termination for cause.

10.3 XVLT may change subscription pricing on thirty (30) days' notice, effective at your next renewal.

11. 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; OR THAT THE PLATFORM WILL MEET YOUR REQUIREMENTS OR PRODUCE ANY PARTICULAR RESULT. NO ADVICE OR INFORMATION, ORAL OR WRITTEN, OBTAINED FROM XVLT CREATES ANY WARRANTY NOT EXPRESSLY STATED HERE.

12. Limitation of Liability

12.1 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, 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.

12.2 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).

12.3 XVLT IS NOT LIABLE FOR THE ACTS OR OMISSIONS OF CALL SUPPLIERS, TELECOMMUNICATIONS PROVIDERS, CLOUD PROVIDERS, PAYMENT PROCESSORS, INSURANCE CARRIERS, CONSUMERS, OR OTHER AGENTS.

12.4 These limitations apply regardless of whether any limited remedy fails of its essential purpose, and survive termination.

12.5 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.

13. Indemnification

13.1

You will defend, indemnify, and hold harmless XVLT LLC and its members, officers, directors, employees, contractors, and agents 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 sale, solicitation, or attempted sale of any insurance product;
• (b) Any misrepresentation, misquote, or misstatement you make to a consumer;
• (c) Your violation of any insurance law, regulation, or carrier requirement;
• (d) Your violation of the TCPA, any state mini-TCPA statute, the TSR, any Do Not Call requirement, or any call-recording or wiretapping statute;
• (e) Your unlicensed or unappointed activity;
• (f) Your collection, handling, storage, disclosure, or misuse of consumer information;
• (g) Your breach of these Terms;
• (h) Any dispute between you and a consumer, carrier, upline, downline, or other Agent;
• (i) Any claim that your use of the platform infringes a third party's rights.

13.2

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.

13.3

This Section survives termination.

14. Dispute Resolution

14.1 Governing Law

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

14.2 Informal Resolution

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

14.3 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.

14.4 Class Action Waiver

YOU AND XVLT EACH WAIVE ANY RIGHT TO BRING OR PARTICIPATE IN A CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE ACTION. 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.

14.5 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.

14.6 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 or breach of confidentiality, without waiving the arbitration requirement as to other claims.

14.7 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.

15. General

15.1 Changes to Terms

XVLT may modify these Terms. Material changes take effect thirty (30) days after notice by email or in-platform posting. Continued use after the effective date constitutes acceptance.

15.2 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.

15.3 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.

15.4 No Waiver

Failure to enforce any provision is not a waiver of that or any other provision.

15.5 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.

15.6 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, or act of government.

15.7 Independent Parties

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

15.8 Notices

Notices to XVLT: XVLT LLC, [REGISTERED ADDRESS], and support@xvlt.io.