This Services Agreement (the “Agreement”) is entered into as of the date upon which Customer first accepts this Agreement or first accesses or uses the Platform, whichever occurs first (the “Effective Date”) by and between Agency Coach AI, LLC, a Missouri limited liability company (the “Company”) and the person or entity that accepts this Agreement or that accesses or uses the Platform (the “Customer”). Company and Customer may be referred to individually as a “Party” and collectively as the “Parties.” This Agreement constitutes the terms and conditions governing Customer’s and each Authorized User’s access to and use of the Platform. BY CLICKING “I AGREE,” CUSTOMER ACKNOWLEDGES THAT IT HAS READ, UNDERSTOOD, AND AGREES TO BE BOUND BY THIS AGREEMENT, AND THE INDIVIDUAL TAKING SUCH ACTION REPRESENTS AND WARRANTS THAT THEY ARE DULY AUTHORIZED TO BIND CUSTOMER.

1. ACCESS TO PLATFORM

   1. Subject to the Customer's compliance with this Agreement, the Company hereby grants the Customer a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Company platform, including the Services described in Section 1.2 and any associated portals, applications, or interfaces through which the Company makes the Services available, together with any successor or replacement platforms (the "Platform"), during the Term solely for Customer and, where Customer is an entity, its Affiliates’ (collectively, “Customer”) internal business, professional development, and training purposes, including, where Customer is an individual or sole proprietor, Customer’s own training as an insurance sales agent.

   2. The Platform may include, without limitation: (i) call transcription services; (ii) role play technology; (iii) AI coaching functionality; (iv) training videos; (v) training modules; (vi) scripts, prompts, podcasts, and other training resources; and (vii) such other tools, materials, or services as the Company may make available from time to time (the “Services”).

   3. Customer acknowledges that the Platform is hosted on, and the Services may be delivered through, one or more third-party platforms, hosting services, or other service providers selected by Company, and that access to the Platform may be subject to additional terms of use, acceptable use policies, or similar terms presented by any such third-party platform at account registration or login (“Third-Party Terms”). Customer shall, and shall cause its Users to, comply with all applicable Third-Party Terms. Company may change, replace, or add third-party platforms or providers at any time, provided that doing so does not materially reduce the overall functionality of the Platform. Company does not control third-party platforms or providers and, to the maximum extent permitted by law, Company is not liable for any unavailability, interruption, degradation, error, or failure of the Platform to the extent attributable to a third-party platform or provider, and any such event will be treated as a circumstance outside Company’s reasonable control for purposes of Section 15.8. In the event of any conflict between this Agreement and any Third-Party Terms as between Company and Customer, this Agreement controls.

2. AUTHORIZED USERS AND WORKSPACES

   1. Customer may permit its employees, contractors, agents, representatives, or other authorized individuals ("Authorized Users" or "Users") to access and use the Platform solely for Customer's internal business and training purposes. Customer is responsible for all activity occurring under its account, workspace, login credentials, and Authorized User accounts, whether or not authorized by Customer, and shall ensure that each Authorized User complies with this Agreement. Company may condition each Authorized User’s access on the User’s acceptance, at registration or login to the Platform portal, of the terms of this Agreement or end-user terms consistent with this Agreement, including any Third-Party Terms described in Section 1.3.

   2. Where Customer is an individual or sole proprietor, Customer is itself an Authorized User, and all references in this Agreement to “Authorized Users” or “Users” include Customer.

3. ACCEPTABLE USE

   1. Customer and its Users shall not: (a) use the Platform for any unlawful, fraudulent, misleading, or unauthorized purpose; (b) copy, modify, distribute, sell, resell, lease, sublicense, or otherwise exploit the Platform or any Company content except as expressly permitted under this Agreement; (c) reverse engineer, decompile, disassemble, or attempt to derive the source code or underlying structure of the Platform; (d) interfere with or disrupt the integrity, security, or performance of the Platform; (e) access the Platform to build or support a product or service that competes with Company; (f) upload or transmit malicious code, viruses, or harmful materials; (g) use the Platform in violation of any third-party contract, employment policy, broker-dealer agreement, carrier agreement, regulatory obligation, or other applicable obligation; or (h) use any AI-generated content or Customer Output as a substitute for professional, legal, financial, regulatory, compliance, or business advice.

4. PAYMENT TERMS

   1. Customer must pay all fees stated on the applicable checkout page or order form at time of purchase or otherwise agreed in a writing signed by both Parties. Unless otherwise expressly stated therein, Company may invoice Customer upon acceptance of this Agreement and thereafter on a recurring monthly basis for subscription fees and any applicable usage fees, and payment is due in full before Customer or any Authorized Users is permitted access to the Platform. Payment must be made in United States Dollars via electronic funds transfer or check consistent with instructions provided by the Company, or via credit card or ACH through a payment processor provided by the Company (the “Payment Processor”). Customers making payments through the Payment Processor authorize the Company and the Payment Processor to charge, on a recurring basis, the payment method on file for all applicable subscription and usage fees until the applicable subscription is terminated in accordance with this Agreement and relevant automatic-renewal, cancellation, and notice requirements under applicable law. Company will provide reasonable advance notice of changes to such payment instructions. Customer is responsible for the payment of all sales, use, value-added, withholding, and other taxes, duties, and similar governmental charges, excluding taxes based on Company’s net income. Fees for the current billing period are non-refundable upon cancellation, except as expressly provided elsewhere in this Agreement and as may be required by applicable law. Customer shall have no right to withhold or reduce fees under this Agreement or set off any amount owed to it by Company against the fees owed under this Agreement without the express written consent of Company. Overdue amounts may accrue interest at the rate of 1.5% per month or, if lower, the maximum rate permitted by applicable law, and Company may suspend access to the Platform for overdue amounts after notice.

   2. Fees and pricing are as displayed on the applicable checkout page or order form at the time of purchase. Company may change its pricing at any time and without prior notice with respect to new purchases and new subscriptions, and the pricing displayed on the applicable checkout page or order form at the time of purchase will control for that purchase. For any change in pricing applicable to an existing, active subscription, Company will provide Customer with at least thirty (30) days' prior notice in accordance with Section 15.5, and the revised pricing will take effect at the start of the next billing cycle following the notice period. If Customer adds Authorized Users during a billing period, the additional Users will be billed at the applicable tier rate, prorated for the remainder of the then-current billing period, and the applicable tier pricing will be adjusted at the next billing cycle based on the number of active seats.

5. TERM, TERMINATION, AND SUSPENSION OF SERVICES

   1. The term of this Agreement (the “Term”) shall commence on the Effective Date and shall continue on a month-to-month basis unless earlier terminated in accordance with this Agreement.

   2. Either Party may terminate this Agreement for convenience upon thirty (30) days’ prior written notice to the other Party. Company may also terminate this Agreement immediately upon notice if Customer fails to pay any amounts when due or breaches Section 1, 2, 3, 8, or 9 of this Agreement. If either Party is in material breach of this Agreement and such breach is curable, the non-breaching Party may also terminate this Agreement upon written notice if the breach remains uncured thirty (30) days after notice thereof.

   3. Upon termination of this Agreement for any reason, Customer must immediately pay Company all amounts owed, and Customer must, and cause its Users to, return, delete, or destroy all property of Company, including all Company Data, in Customer’s and Users’ possession, custody, or control in accordance with Section 10.4. Notwithstanding anything to the contrary in this Agreement, Company may suspend any Services provided under this Agreement if Company believes, in its reasonable discretion, that Customer or any User is abusing the Services, creating a security risk, violating applicable law, or otherwise failing to abide by the terms of this Agreement.

   4. Prior to suspending Services pursuant to Section 5.3, Company shall provide Customer with reasonable advance notice of any alleged violations and a reasonable opportunity to cure such violations. However, if Company reasonably believes that failure to immediately suspend Services could result in material harm to Company, the Services, other customers, or any third party, Company may suspend Services immediately without prior notice to Customer. In such event, Company shall provide Customer with prompt written notice of the suspension and the reasons therefor. Company may reinstate the Services after Customer or the User has cured the violation or Company otherwise determines, in its reasonable discretion, that the threat of harm has been mitigated. Any suspension of Services pursuant to Section 5.3 shall not excuse Customer from its obligation to pay any fees or other amounts due under this Agreement. Termination of this Agreement will not affect any of the rights or obligations of the Parties that accrue before or on the date of termination.

   5. Upon termination of this Agreement for any reason, all provisions of this Agreement that, by their nature, are intended to survive termination, including but not limited to terms governing confidentiality, data safeguards, ownership of data and intellectual property, term and termination, legal compliance, disclaimers of warranties, limitations of liability, indemnification provisions, and dispute resolution, set forth herein, will survive and continue in full force and effect. For the avoidance of doubt, Customer will remain responsible for all fees incurred through the effective date of cancellation. Unless otherwise agreed in writing, cancellation does not entitle the Customer to a refund of fees already paid.

6. PRIVACY AND DATA USE.

   1. The Customer has been provided access to, and agrees to, the Company’s Privacy Policy, which is separately posted by the Company and available at the location designated by the Company, as it may be updated from time to time. The Privacy Policy is incorporated into this Agreement by reference and describes how the Company collects, uses, discloses, and safeguards information, including mobile and SMS data, in connection with the Platform.

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7. CUSTOMER DATA AND OUTPUT OWNERSHIP AND USE

   1. Company will not use Customer Data to contact any of Customer’s clients, except as consistent with the terms of this Agreement or with the permission of Customer. As used in this Agreement, “Customer Data” means all data, information, recordings, transcripts, prompts, inputs, and other content or materials submitted to or through the Platform by or on behalf of Customer or its Users, or otherwise provided to Company by or on behalf of Customer in connection with the Services, excluding Customer Outputs and Company Data.

   2. Company will logically segregate operational Customer Data from the data of other customers, except for business data such as order information, payment information and security logs, which may be stored and processed together with similar data from other customers for Company's legitimate business purposes, such as billing, accounting, security, backups, and service improvement.

   3. Company will not permit other Company customers access to Customer Data.

   4. As between Company and Customer, Customer Data shall, at all times, remain the property of Customer.

   5. Customer grants Company a limited, worldwide, nonexclusive, royalty-free license to copy, use, reproduce, display, modify, reformat, translate, or transfer Customer Data as necessary to provide, maintain, support, secure, and improve the Services, to comply with applicable law, and to exercise Company’s rights and perform its obligations under this Agreement; and Customer acknowledges that Company will share Customer Data with Company’s affiliates and Company’s service providers in order to perform the Services and otherwise exercise its rights under this Agreement.

   6. Customer may use all outputs (including role play sessions, coaching feedback, assessments, scores, transcripts, and reports) generated by Customer’s and Users’ use of the Service (“Customer Outputs”) solely for its own business purposes in accordance with applicable law and regulations and in accordance with this Agreement. As between the Parties, Customer owns its Customer Outputs, subject to Company’s ownership of the Services, Company Technology, and any underlying models, software, methodologies, and know-how used to generate such Customer Outputs. Customer agrees that Company, its affiliates, and its service providers may use and retain Customer Outputs as necessary to provide, maintain, support, secure, and improve the Services and as otherwise permitted by applicable law and regulations.

   7. Customer agrees that Company may use any feedback Customer provides to Company without restriction or compensation.

   8. Customer may not use Customer Outputs to develop any AI technologies that compete with or reasonably could be expected to compete with Company. Customer may not permit access to the Service by any person that competes with or reasonably could be expected to compete with Company. Customer may not resell, sublicense, or otherwise provide, transfer, or make available the Services or access thereto to any other company, enterprise, affiliate, or independent legal entity. Any such entity seeking to use the Services must enter into a separate, direct agreement with Company. Customer may not act as a reseller, distributor, or intermediary for the Services without Company's express prior written consent.

   9. Customer is prohibited from asserting or suggesting to any third party that any output from the Service is solely human generated.

   10. Customer is prohibited from using the Service or Customer Outputs in any manner that violates the terms of this Agreement or any other agreement between the Parties or to use the Service or Customer Outputs in violation of any applicable laws, regulations, standards, or agreements. Customer expressly agrees to comply with all applicable laws, regulations, standards, and agreements in inputting Customer Data and prompts into the Service, otherwise providing Customer Data to Company, and in using the Service and Customer Outputs. Customer agrees to ensure it owns or otherwise controls all necessary rights, title, and interest in Customer Data before it inputs Customer Data into the Service or otherwise provides Customer Data to Company. Customer is prohibited from inputting any information into the Service or otherwise providing data to Company in violation of any patent, trademark, trade secret, copyright, right to privacy, right to publicity, or any other proprietary right of any person or entity. Customer is further prohibited from using the Service or Customer Outputs in any manner that infringes, misappropriates, or violates any third party’s intellectual property or other proprietary rights. Customer is responsible for Customer Data (including the accuracy of such data) and Customer’s use of Customer Outputs. Company is under no obligation to review any Customer Data or Customer’s use of Customer Outputs or to take any other actions to assess, evaluate or advise on Customer’s compliance with the terms of this Agreement, with any other agreement between the Parties, or with applicable laws and regulations. Customer agrees to refrain from making its or its account access credentials available to third parties (except Users); from sharing or permitting the sharing of individual login credentials between multiple Users on its account; and from selling, leasing, or otherwise facilitating access to its account or the account of any Customer End User to or by any third party (except Users). Customer further agrees to promptly notify Company, in writing, in the event Customer becomes aware of any unauthorized use of Customer’s account, any authorized User account, or the Services.

8. COMPANY DATA AND OWNERSHIP OF DEVELOPED INTELLECTUAL PROPERTY

   1. The Services provided by Company to Customer may involve providing Customer access to data or information generated and owned by Company, its affiliates, and its service providers (collectively, “Company Data”). As between Company and Customer, Company Data shall, at all times, remain the property of Company. As between Company and Customer, Company and its licensors retain all right, title, and interest, including all intellectual property and other rights throughout the world, in and to the Services, Company Data, and any updates, upgrades, enhancements, modifications, and improvements thereto. Customer receives no interest in or to any of the foregoing except the limited rights expressly granted in this Agreement.

   2. Customer and Users are not granted any right or license to use any of the foregoing (whether by implication, estoppel, or otherwise), apart from Customer’s and Users permitted access to and use of the Platform as expressly set forth in this Agreement and in any other written agreement between the Parties. Customer covenants that it will not assert or otherwise try to enforce against Company any rights, or any claims of any rights to Company’s artificial intelligence product or technology and all other intellectual property developed and owned by Company and its affiliates (“Company Technology”). No implied rights to Company Data or Company Technology are granted under this Agreement.

   3. Company Technology and any and all intellectual property arising from and relating to the subject matter of this Agreement, including but not limited to any text, graphics, logos, images, audio, digital downloads, podcasts, videos, training modules, AI coaching prompts, scripts, and other training materials (“Website Content”) and any methodologies, processes, analytics, algorithms, technologies, including software, hardware, databases, dashboards, and interfaces (including APIs), data, databases, results and/or conclusions that are discovered, developed, or otherwise made in connection with this Agreement, as well as all intellectual property rights therein (“Company Intellectual Property”), are and will be the exclusive property of Company and, if and as applicable, Company’s licensors. Customer agrees not to, and agrees not to permit any User to, reverse engineer Company Technology or Company Intellectual Property associated with this Agreement and the Service provided hereunder.

9. CONFIDENTIAL INFORMATION

   1. "Confidential Information" means any and all non-public, proprietary, or confidential information, whether written, oral, or in any other form, including but not limited to Company Technology, Company Intellectual Property, and Company Data, technical data, trade secrets, know-how, research, product plans, products, services, customer lists, markets, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances, or other business information. Except as to the uses of Customer Data permitted by Sections 7.5 and 7.6, Customer Confidential Information includes Customer Data and Company Confidential Information includes Company Technology, Company Intellectual Property, and Company Data.

   2. Confidential Information excludes information that: (a) is or becomes generally known to the public without breach of any obligation owed to the disclosing Party; (b) was known to the recipient prior to its disclosure by the disclosing Party without breach of any obligation owed to the disclosing Party, as evidenced by the recipient's contemporaneous written records; (c) is received from a third party without breach of any obligation owed to the disclosing Party and without restriction on disclosure; or (d) is independently developed by the recipient without use of or reference to the Confidential Information, as demonstrated by the recipient's contemporaneous written records.

   3. If a recipient is compelled by law, regulation, or court order to disclose the Confidential Information of the disclosing Party, the recipient shall promptly provide the disclosing Party with prior written notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the disclosing Party's cost, if the disclosing Party wishes to contest the disclosure or seek a protective order or other appropriate remedy.

   4. The obligations of confidentiality and non-use set forth in this Section 9 shall survive any termination or expiration of this Agreement for a period of five (5) years from the date of disclosure, except with respect to trade secrets, which shall remain subject to the confidentiality and non-use obligations until such time as they are no longer trade secrets. Except as expressly set forth in this Agreement, no license is granted to a recipient under any patents, copyrights, trade secret, know-how and other proprietary rights by the disclosure of any Confidential Information.

10. DATA SAFEGUARDS

    1. Company agrees to implement and maintain commercially reasonable administrative, technical, and physical security measures designed to protect Customer Confidential Information from unauthorized access, acquisition, destruction, use, modification, or disclosure, taking into account the nature of the Services and the sensitivity of the Customer Confidential Information received by Company. Company will notify Customer without undue delay after becoming aware of a confirmed unauthorized access to or acquisition of Customer Confidential Information processed by Company for the Services, and Company will provide reasonably requested information concerning the incident to the extent available and legally permitted.

    2. Customer agrees to implement and maintain reasonable administrative, technical, and physical security measures appropriate to the nature and scope of this Agreement and the nature of Company Confidential Information that is received by Customer. Such measures will be reasonably designed to protect Company Confidential Information from unauthorized access, acquisition, destruction, use, modification, or disclosure.

    3. "Company IT Systems" refers to the information technology infrastructure, hardware, software, networks, and related systems owned, operated, or managed by Company. Customer agrees to implement and maintain reasonable administrative, technical, and physical security measures appropriate to the nature and scope of this Agreement and the nature of Company IT Systems that are accessed or utilized by Customer. Such measures will be reasonably designed to protect Company IT Systems from unauthorized access, acquisition, destruction, use, modification, or disclosure. The Parties agree to comply with their respective data privacy and cybersecurity obligations under applicable laws, regulations, standards, and agreements.

    4. Customer shall retain Company Data only for as long as necessary to fulfill the purposes specified in this Agreement or as required by applicable law. Upon termination of this Agreement, Customer shall, within thirty (30) days, securely return, delete, or otherwise destroy any Company Data it possesses, including Company Data held on all systems and backups, unless otherwise required by law. Customer shall confirm in writing that all Company Data has been returned, permanently deleted, or permanently destroyed.

11. CUSTOMER REPRESENTATIONS, WARRANTIES, AND AGREEMENTS

    1. Customer represents, warrants, and agrees that: (a) if Customer is an entity, Customer is a corporation, limited liability company, or other entity duly organized, validly existing, and in good standing under the laws of its jurisdiction of incorporation or formation, and if Customer is an individual or sole proprietor, Customer is at least eighteen (18) years of age and has the legal capacity to enter into this Agreement. (b) Customer has the full right, power, and authority to enter into and to perform its obligations under this Agreement; (c) before providing Customer Data to Company or inputting Customer Data to the Platform, Customer will confirm that it has obtained all rights, title, and interest in all such Customer Data, and that it has obtained all consents, authorizations, and permissions required under applicable laws and regulations to grant Company the rights, licenses, and permissions set forth in this Agreement; (d) Customer is solely responsible for determining whether the Platform is suitable for Customer's intended use, and for reviewing, validating, and determining whether to rely on or use any Customer Outputs or other Platform output, (e) Customer’s performance under this Agreement, its provision of Customer Data to Company, and its inputs of Customer Data to the Platform will not violate any of its agreements or any applicable laws, rules, regulations, or other restrictions on usage of such data, including any data protection and privacy laws or regulations; (f) the uses of Customer Data by Company to which Customer is agreeing in this Agreement will not violate any Customer agreement or any applicable laws, rules, or regulations; (g) Customer’s provision of Customer Data, including Customer inputs, to Company and Company’s permitted usage of Customer Data in accordance with the terms of this Agreement will not constitute an infringement or misappropriation of any intellectual property or other rights of any third party throughout the world; (h) data input by Customer into the Platform will not contain viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents, or programs; and Customer will refrain from providing or inputting false, misleading, inaccurate data or a biased dataset into the Platform; and (i) Customer is and will remain in compliance with all applicable federal, state, and local laws and regulations governing the recording, monitoring, interception, and storage of telephone calls and other electronic communications, including without limitation the federal Electronic Communications Privacy Act (18 U.S.C. 2510 et seq.), the Telephone Consumer Protection Act (47 U.S.C. 227), and all applicable state wiretapping, call recording consent, and communications statutes, including statutes in jurisdictions that require the consent of all parties to a communication prior to recording. Customer represents and warrants that it has obtained, or will obtain prior to use of any call recording or monitoring functionality within the Platform, all legally required consents from all parties to any recorded or monitored communications, and that Customer's provision of any such recordings or related data to Company is and will remain lawful under all applicable laws and regulations.

12. DISCLAIMER OF WARRANTIES

    1. THE PLATFORM, WEBSITE CONTENT, TRAINING MATERIALS, AI-GENERATED CONTENT, COACHING, TRANSCRIPTION SERVICES, ROLE PLAY TECHNOLOGY, AND ALL RELATED SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE

    2. COMPANY DISCLAIMS ALL WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AVAILABILITY, AND SUITABILITY FOR CUSTOMER’S OR ANY AUTHORIZED USER’S NEEDS.

    3. COMPANY DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE FROM HARMFUL COMPONENTS.

    4. NO GUARANTEE IS MADE THAT AI-GENERATED FEEDBACK, TRAINING, COACHING, ROLE PLAY, TRANSCRIPTION, OR OTHER PLATFORM OUTPUT WILL RESULT IN SPECIFIC BUSINESS, SALES, COMPLIANCE, FINANCIAL, TRAINING, OR PERFORMANCE OUTCOMES.

13. LIMITATION OF LIABILITY

    1. EXCEPT AS SET FORTH IN SECTION 13.2 BELOW, IN NO EVENT WILL COMPANY BE LIABLE TO CUSTOMER FOR ANY INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY, ENHANCED, CONSEQUENTIAL, OR INDIRECT DAMAGES OF ANY KIND, INCLUDING ANY LOSS OF USE, DATA, OR OPPORTUNITY, LOSS OF REVENUES OR PROFITS, BUSINESS INTERRUPTION, OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, REGARDLESS OF HOW SUCH DAMAGES WERE CAUSED AND THE THEORY OR THEORIES OF LIABILITY, ARISING FROM OR IN RELATION TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. COMPANY WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND CAUSED BY ANY INACCURACIES OR OTHER ISSUES WITH ANY COMPANY DATA. THE TOTAL AGGREGATE LIABILITY OF COMPANY IS SET FORTH IN SECTION 13.2. IN JURISDICTIONS WHERE LIMITATIONS OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES ARE NOT PERMITTED OR ARE RESTRICTED, COMPANY’S LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

    2. TO THE MAXIMUM EXTENT PERMITTED BY LAW, COMPANY’S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID BY CUSTOMER TO COMPANY UNDER THIS AGREEMENT DURING THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

14. MUTUAL INDEMNIFICATION

    1. Customer will defend, indemnify and hold harmless Company, its affiliates and each of their respective officers, directors, shareholders, employees, agents, contractors, assigns, customers, Users, providers, licensees and successors in interest (“Company Indemnified Parties”) from and against any and all liabilities, damages, losses, claims, causes of action, fines, penalties, and costs (including attorney’s fees and expenses) (“Loss”), arising out of or resulting from any claim or allegation against any Company Indemnified Party relating to (i) any breach by Customer or any User of any material term of this Agreement; (ii) Customer’s or any User’s access to or use of the Platform; (iii) any use of Customer Outputs by Customer or any User; (iv) Customer and User inputs to the Platform and Customer Data provided to Company; (v) Customer’s or any User’s failure to provide any and all legally required disclosures or to obtain consents or permissions that are legally required for Customer or any User to provide Customer Data to Company and for Company to collect and/or use Customer Data in accordance with the terms of this Agreement; (vi) any allegation or claim that any Customer Data or Company’s use of such Customer Data or Company’s provision of Customer Outputs in accordance with the terms of this Agreement infringes or misappropriates any third party’s patent, copyright, trade secret, trademark, or other intellectual property or proprietary right; (vii) any allegation or claim that Customer’s or any User’s use of the Platform violates any legal obligation; (viii) any fraud or willful misconduct by Customer or any User; and (ix) any Loss arising from any claim by a User against Company or any affiliate of Company, except to the extent any Loss arises from Company’s gross negligence or willful misconduct. In the event this indemnification clause is triggered, Company will provide Customer with notice of any such claim or allegation, and Company will have the right to participate in the defense of any such claim at Company’s expense. Customer agrees not to settle any claim brought against Company without Company’s prior written consent.

    2. Company will defend, indemnify, and hold harmless Customer and its affiliates and each of their respective officers, directors, shareholders, employees, agents, and successors in interest ("Customer Indemnified Parties") from and against any and all Losses arising out of or resulting from: (A) any material confirmed data breach or unauthorized access to or disclosure of Customer Confidential Information or Customer Data caused by Company's failure to maintain the security measures required under this Agreement; (B) or Company's gross negligence or willful misconduct. Company will also defend Customer against any third-party claim that the Services, excluding Customer Data, Customer Outputs, and any third-party materials or integrations not provided by Company as part of the Services, infringe or misappropriate such third party’s United States patent, copyright, or trade secret, and Company will indemnify Customer from any finally awarded damages, or amounts agreed in settlement by Company, resulting from such claim. Company will have no obligations under the foregoing sentence to the extent the claim arises from or relates to (A) Customer Data, Customer Outputs, or materials, instructions, or specifications provided by or on behalf of Customer; (B) modification of the Services by any person other than Company or use of the Services in combination with any product, service, data, or process not provided by Company, if the claim would not have arisen but for such modification or combination; (C) use of the Services other than in accordance with this Agreement or applicable documentation; (D) Company’s compliance with Customer’s designs, requirements, or instructions; or (E) any claim for which Customer owes indemnification under this Agreement. If the Services become, or in Company’s reasonable opinion are likely to become, subject to such a claim, Company may, at its option and expense, (1) procure for Customer the right to continue using the affected Services, (2) modify or replace the affected Services so that they are non-infringing without materially reducing their functionality, or (3) terminate the affected Services upon written notice and refund to Customer any prepaid fees for the terminated portion of the Services covering the period after the effective date of termination. The remedies in this paragraph state Company’s sole and exclusive obligations, and Customer’s sole and exclusive remedies, for any claim that the Services infringe or misappropriate any intellectual property right.

15. MISCELLANEOUS PROVISIONS

    1. ENTIRE AGREEMENT. This Agreement constitutes the entire Agreement between the Parties with respect to the subject matter addressed herein. This Agreement supersedes any prior written or oral representations, understandings, or agreements between the Parties regarding the subject matter of this Agreement. Except as expressly provided in Section 15.5, any amendment to this Agreement must be in writing and signed by an authorized representative of each Party.

    2. HEADINGS. The headings set forth in this Agreement have been inserted for convenience of reference only, are not to be considered a part of this Agreement and shall in no way modify or restrict any of the terms or provisions hereof.

    3. NO WAIVER. No waiver of any term or right in this Agreement shall be effective unless in writing, signed by an authorized representative of the waiving Party. The failure of either Party to enforce any provision of this Agreement shall not be construed as a waiver or modification of such provision, or impairment of its right to enforce such provision or any other provision of this Agreement thereafter.

    4. GOVERNING LAW AND VENUE. This Agreement and performance hereunder shall be governed by, construed, and interpreted in accordance with the laws of the State of Missouri, without regard to conflict-of-laws principles. Any dispute arising under or relating to this Agreement shall be exclusively resolved in the applicable federal or state courts located in Jackson County, Missouri, and each Party consents to the personal jurisdiction and venue of such courts.

    5. AMENDMENTS. Company may update or modify this Agreement or its terms of service from time to time by providing Customer with at least thirty (30) days' prior written notice of such changes. If Customer does not agree with the updated terms, Customer's sole remedy is to terminate this Agreement in accordance with Section 5. Customer’s continued use of the Platform after an update or modification becomes effective constitutes acceptance of the updated terms. Any changes to Company’s posted terms or privacy policy will be posted at least thirty (30) days prior to implementation.

    6. MODIFICATION OR DISCONTINUATION OF PLATFORM OR CONTENT. Company reserves the right at any time to modify, suspend, discontinue, or remove any Platform feature, website content, training resource, AI coaching feature, role play function, transcription service, or related offering. Company shall not be liable to Customer, any User, or any third party for any such modification, suspension, discontinuation, removal, or price change.

    7. NOTICE. All notices or other communications under this Agreement shall be in writing and shall be deemed effective when received and made in writing by either (i) hand delivery, (ii) registered mail, (iii) certified mail, return receipt requested, or (iv) overnight mail by a reputable national courier, addressed to the Party to be notified at the address designated by such Party in writing (or, in the case of Company, Company’s principal place of business) or to such other address as such Party shall specify by like notice hereunder. Notwithstanding the foregoing, Company may provide notices to Customer by email to the email address associated with Customer’s account or by posting within the Platform, and such notices are effective when sent or posted. Customer also may provide notices to Company by email to info@agencycoachai.com, effective upon Company’s written acknowledgment of receipt. Customer is responsible for keeping its account contact information current.

    8. FORCE MAJEURE. In addition to any other disclaimers of warranties in this Agreement, Company is not responsible for any Service delays or any delayed or canceled access to the Service experienced by Customer in the event of circumstances that are out of Company’s control, which may include but are not limited to acts of God, riots, war, terrorist acts, epidemics, pandemics, quarantines, chemical or biological contamination, civil commotion, breakdown of communication facilities, breakdown of web hosts, breakdown of internet service providers, circumstances causing delay in launching certain features of the Service, natural catastrophes, governmental acts or omissions, national, regional, or state emergencies, changes in laws or regulations, labor disputes or stoppages, strikes, fires, explosions, or generalized lack of availability of raw materials or energy or any other circumstances outside of Company’s reasonable control.

    9. ASSIGNMENT. Neither Party may assign, transfer, delegate, or subcontract any of its rights or obligations under this Agreement without the prior written consent of the other Party, which consent shall not be unreasonably withheld, conditioned, or delayed; provided, however, that either Party may assign this Agreement without the other Party's consent in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets or equity, so long as the assignee assumes all obligations under this Agreement. Any purported assignment or delegation in violation of this Section 15.9 shall be null and void ab initio. No assignment or delegation shall relieve the assigning Party of any of its obligations hereunder unless the other Party consents in writing. Subject to the foregoing, this Agreement is binding upon and inures to the benefit of the parties' respective permitted successors and permitted assigns.

    10. ACKNOWLEDGMENT OF USE AND COMPLIANCE WITH THIRD-PARTY AGREEMENTS. By accessing or using the Platform, Customer and each User acknowledge and agree that: (a) the User is voluntarily electing to use the Platform and has not been compelled to do so by Company or any third party; (b) the User is solely responsible for ensuring that use of the Platform complies with all contracts, agreements, policies, and obligations to which the User is bound, including agreements with any broker-dealer, carrier, employer, principal, regulatory body, or other third party; (c) any use of the Platform that violates, breaches, or is otherwise non-compliant with such third-party contracts or obligations is undertaken at the User's sole risk and discretion; and (d) Company, its officers, employees, affiliates, licensors, and service providers shall have no liability for any claims, damages, losses, penalties, terminations, regulatory actions, or other consequences arising from or related to non-compliant use of the Platform.

    11. SMS AND TEXT MESSAGES. Customer and Users may receive notifications and correspondence regarding Company, the Platform, role play software, services, and upcoming events. A user may cancel SMS messages at any time by texting "STOP" to the applicable short code, after which Company will send an SMS message confirming that the user has been unsubscribed, and the user will no longer receive SMS messages unless the user signs up again. A user experiencing issues may reply "HELP" for assistance or contact Company at info@agencycoachai.com. Carriers are not liable for delayed or undelivered messages. Message and data rates may apply, and message frequency may vary.

    12. SEVERABILITY. If any term or portion of a term of this Agreement is found by any court of competent jurisdiction to be invalid or unenforceable, the invalidity of such provision shall not affect any other provision or portion of a provision in this Agreement. All provisions and portions of provisions not found to be invalid or unenforceable shall remain in full force and effect.

    13. ORDER OF PRECEDENCE. In the event of a conflict between this Agreement and an order form, invoice, checkout page, or other written agreement signed or accepted by the Parties, the following order of precedence shall apply: (i) any mutually executed written agreement or order form; (ii) this Agreement; (iii) Company's posted terms of service or privacy policy; and (iv) any invoice, checkout page, or other ordering documentation.

    14. RIGHTS CUMULATIVE. The rights and remedies of the Parties herein provided shall be cumulative and not exclusive of any rights or remedies provided by law or equity.

    15. AUTHORIZED SIGNATORIES; COUNTERPARTS; ELECTRONIC ACCEPTANCE. Each individual accepting this Agreement on behalf of a Party represents and warrants that they are authorized to bind such Party, and no further proof of authorization shall be required. This Agreement may be accepted electronically, and Customer’s electronic acceptance by clicking “I agree” shall have the same force and effect as an original signature. If the Parties elect to execute this Agreement in one or more counterparts, each counterpart will be deemed an original, all of which together will constitute one and the same instrument, without necessity of production of the others, and a facsimile or valid electronic signature shall be deemed as effective as an original signature.

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Customer accepts this Agreement electronically as described in the preamble and Section 15.15 of this Agreement, and this Agreement is effective as of the Effective Date without the requirement of a physical signature.