Terms of Service

TERMS OF SERVICE

VANE Intelligence LLC
Effective Date: June 26, 2026
Last Updated: June 27, 2026


1. ACCEPTANCE OF TERMS

These Terms of Service ("Terms") govern your access to and use of the website,
dashboard, and services operated by VANE Intelligence LLC, a limited liability
company organized under the laws of the State of North Carolina
("VANE," "we," "us," or "our"). By creating an account, paying a seat fee,
submitting an application, or otherwise accessing the platform, you agree to be
bound by these Terms. If you do not agree, do not use the service.


2. DEFINITIONS

"Platform" means the VANE website, Rep dashboard, End Client deliverables, and
any related services provided by VANE.

"Rep" or "Sales Representative" means an independent contractor approved by
VANE who pays a monthly seat fee for access to the VANE Rep dashboard,
performs outbound calling to leads furnished by VANE, and books qualified
appointments that VANE's principals convert into End Client engagements.

"End Client" means a business that purchases VANE's visitor identification
services from VANE.

"Visitor Data" means information identifying individuals who visit an End
Client's website, including but not limited to names, business and personal
contact information, employer, and behavioral signals, returned to the End
Client by VANE's identification services.

"Lead List" or "Call List" means the set of business contacts assembled,
scrubbed, and assigned to a Rep by VANE through the Rep dashboard for the
purpose of outbound calling on VANE's behalf.

"Seat Fee" means the monthly subscription fee paid by Reps for dashboard
access, currently fifty dollars ($50) per month.


3. ELIGIBILITY

To use the platform you must be at least 18 years of age, legally capable of
entering into binding contracts, and not prohibited from receiving services
under the laws of the United States or your jurisdiction of residence.

Rep accounts are subject to application approval. VANE reserves the right to
approve or deny any application at its sole discretion. Approval requires
identity verification, completion of compliance training, and execution of the
VANE Independent Contractor Agreement.


4. ACCOUNTS AND SEAT FEES

4.1. Account Creation. Reps must complete the application process and execute
the Independent Contractor Agreement before being granted dashboard access.

4.2. Seat Fee. Reps agree to pay the Seat Fee monthly via the payment method
on file. Seat Fees are charged in advance and are non-refundable except as
required by law.

4.3. Non-Payment. Failure to pay the Seat Fee for fifteen (15) days past the
due date may result in account suspension. Failure to pay for thirty (30) days
may result in account termination and forfeiture of any unpaid residual
commissions, subject to the terms of the Independent Contractor Agreement.

4.4. Account Security. You are responsible for maintaining the confidentiality
of your login credentials and for all activity that occurs under your account.
Notify VANE immediately of any unauthorized access.


5. THE SERVICE

5.1. Visitor Identification (End Client Service). VANE provides End Clients
with a tracking pixel that identifies a subset of anonymous website visitors
using third-party data provider integrations. VANE does not guarantee
identification of all visitors or the accuracy of all identified data. Pixel
outputs are delivered to the End Client; they are not delivered to Reps.

5.2. Rep Dashboard. The Rep dashboard provides Reps with: (i) the Lead List
assigned to them by VANE, (ii) call logging and outcome tracking tools, (iii)
visibility into appointments they have booked and commissions earned, and
(iv) VANE-provided scripts, training materials, and announcements. The Rep
dashboard is not a vehicle for accessing pixel-identified PII; Reps receive
only the lead contact information VANE has assigned to them.

5.3. Third-Party Dependencies. VANE's services rely on third-party data
providers and infrastructure. VANE makes no warranties regarding the continued
availability, accuracy, or performance of these third-party services, and
reserves the right to modify, substitute, or discontinue underlying providers
without notice.

5.4. Service Modifications. VANE may modify, suspend, or discontinue any
aspect of the service at any time with or without notice. VANE is not liable
to you or any third party for any modification, suspension, or discontinuation.


6. REP CONDUCT AND RESTRICTIONS

Reps agree NOT to:

(a) Make false, misleading, or unsubstantiated claims about VANE, its
    services, its End Clients, or compliance certifications VANE has not
    issued in writing;

(b) Contact any phone number that is not part of the Lead List assigned to
    the Rep through the VANE dashboard, or otherwise conduct outbound
    outreach outside the scope of VANE-directed activities;

(c) Contact any individual who is flagged "Do Not Call" within the dashboard,
    has previously requested no further contact from VANE or the Rep, or is
    registered on the National Do Not Call Registry;

(d) Make outbound calls outside permitted calling hours (no earlier than
    8:00 a.m. and no later than 9:00 p.m. in the called party's local time
    zone), or otherwise in violation of TCPA, state telemarketing law, or
    other applicable telephone outreach restrictions;

(e) Use any automatic telephone dialing system (ATDS), prerecorded message,
    artificial voice, AI-generated voice, or similar technology to contact
    leads without VANE's prior written authorization;

(f) Deviate from VANE-provided call scripts, required disclosures, or
    qualification criteria, which exist to ensure (i) compliance with TCPA,
    state telemarketing law, and DNC requirements, and (ii) accurate
    representation of VANE's services. Reps may adapt conversational style
    and delivery as they see fit, provided the required disclosures,
    qualification criteria, and substantive representations regarding VANE
    remain consistent with VANE-provided materials;

(g) Export, copy, photograph, screenshot, share, or otherwise extract Lead
    List contents, call notes, or other dashboard data for use outside
    VANE-directed activities;

(h) Reverse engineer, scrape, copy, or attempt to extract data from the
    Platform beyond what is required for normal dashboard use;

(i) Share login credentials with any other person, or permit any other person
    to make calls on the Rep's behalf without VANE's prior written approval;

(j) Make representations to leads, prospects, or End Clients about VANE's
    pixel technology, data sources, data accuracy, or capabilities other
    than as expressly authorized in VANE-provided scripts and materials;

(k) Use VANE's services or dashboard data in connection with adult content,
    illegal goods or services, gambling not permitted by federal or state
    law, or any business prohibited by VANE's Compliance Policy;

(l) Conduct outreach to consumers (B2C) using lead information assigned by
    VANE unless that specific outreach has been reviewed and approved by
    VANE in writing.

Violation of these restrictions is grounds for immediate account termination
without refund and may result in forfeiture of residual commissions and
indemnification liability under Section 15.


7. INTELLECTUAL PROPERTY

7.1. VANE Property. The platform, including all software, content, branding,
scripts, training materials, Lead List contents, and documentation, is owned
by VANE or its licensors and is protected by intellectual property laws. You
receive a limited, non-exclusive, non-transferable, revocable license to use
the platform solely for the purposes contemplated by these Terms.

7.2. Feedback. Any feedback, suggestions, or ideas you submit to VANE may be
used by VANE without compensation or obligation to you.


8. THIRD-PARTY DATA

VANE's identification services rely in part on third-party data sources. You
acknowledge that:

(a) VANE does not own the underlying data and provides it on an "as available"
    basis;

(b) Data accuracy, completeness, and timeliness are not guaranteed;

(c) End Clients receiving identified data are responsible for ensuring their
    use of that data complies with all applicable laws including but not
    limited to the Telephone Consumer Protection Act (TCPA), the California
    Consumer Privacy Act (CCPA) and California Privacy Rights Act (CPRA),
    the CAN-SPAM Act, and any state-specific consumer protection or data
    broker laws;

(d) Reps' contact with leads is governed by VANE-assigned Lead Lists and
    VANE-provided scripts; Reps are responsible for executing outreach in
    compliance with the calling rules in Section 6 and the Compliance Policy.


9. PAYMENTS AND COMMISSIONS

9.1. Commission Structure. Approved Reps earn commissions on End Client
revenue attributable to appointments booked by the Rep and subsequently
converted into closed accounts by VANE, as defined in the Independent
Contractor Agreement.

9.2. Payment Conditions. Commissions are paid on collected revenue only. No
commission is earned on invoiced but uncollected amounts, refunds,
chargebacks, or disputed payments.

9.3. Account Standing. Commission eligibility requires the Rep account to be
active, in good standing, and current on Seat Fees.

9.4. Taxes. Reps are independent contractors and are solely responsible for
all taxes on commissions earned. VANE will issue Form 1099-NEC for U.S. Reps
earning $600 or more in a calendar year.


10. PRIVACY

VANE's collection and use of personal information is governed by the VANE
Privacy Policy, incorporated by reference into these Terms.


11. COMPLIANCE

All Reps and End Clients must comply with the VANE Compliance Policy,
incorporated by reference. Failure to maintain compliance is grounds for
immediate termination.


12. TERMINATION

12.1. By You. You may terminate your account at any time by notifying VANE in
writing. Termination does not entitle you to a refund of Seat Fees already
paid.

12.2. By VANE. VANE may suspend or terminate your account at any time, with or
without notice, for any violation of these Terms, the Independent Contractor
Agreement, the Compliance Policy, or applicable law.

12.3. Effect of Termination. Upon termination:
   (a) Your access to the platform ceases immediately;
   (b) Residual commission eligibility is governed by the Independent
       Contractor Agreement;
   (c) Sections of these Terms that by their nature should survive
       termination (including intellectual property, indemnification,
       limitation of liability, dispute resolution, and these survival
       provisions) shall survive.


13. DISCLAIMERS

THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE." VANE EXPRESSLY DISCLAIMS
ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT
LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, AND NON-INFRINGEMENT. VANE DOES NOT WARRANT THAT THE PLATFORM WILL BE
UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT ANY DATA RETURNED WILL BE
ACCURATE OR COMPLETE.

NO GUARANTEE IS MADE REGARDING THE NUMBER OF VISITORS IDENTIFIED, THE QUALITY
OF LEADS, THE NUMBER OF APPOINTMENTS BOOKED OR CONVERTED, COMMISSION
EARNINGS, OR REVENUE OUTCOMES. ANY EXAMPLES OF EARNINGS OR RESULTS SHOWN ON
THE PLATFORM ARE ILLUSTRATIVE, NOT PROMISED OR TYPICAL.


14. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL VANE, ITS OFFICERS,
DIRECTORS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY INDIRECT,
INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT
LIMITATION LOSS OF PROFITS, LOSS OF DATA, LOSS OF GOODWILL, OR BUSINESS
INTERRUPTION, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE PLATFORM,
EVEN IF VANE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

VANE'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR
THE PLATFORM SHALL NOT EXCEED THE GREATER OF (A) THE AMOUNT PAID BY YOU TO
VANE IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE
LIABILITY, OR (B) ONE HUNDRED DOLLARS ($100).


15. INDEMNIFICATION

You agree to defend, indemnify, and hold harmless VANE, its officers,
directors, employees, contractors, and affiliates from any claims, damages,
liabilities, costs, or expenses (including reasonable attorneys' fees)
arising from:

(a) Your violation of these Terms, the Independent Contractor Agreement, or
    the Compliance Policy;

(b) Your violation of any law or regulation, including without limitation
    TCPA, state telemarketing law, CCPA/CPRA, CAN-SPAM, or DNC restrictions;

(c) Your misuse of data accessed through the platform, including any
    unauthorized export, sharing, or use of Lead List contents or
    pixel-derived data;

(d) Any outbound communication you make using platform data, including any
    deviation from VANE-provided scripts, Lead Lists, calling hours, or
    consent requirements;

(e) Any representations or warranties you make to leads, prospects, or End
    Clients beyond those authorized in writing by VANE;

(f) Any use of automatic dialing systems, prerecorded messages, artificial
    or AI-generated voices, or SMS outreach not authorized in writing by
    VANE.


16. DISPUTE RESOLUTION

16.1. Governing Law. These Terms are governed by the laws of the State of
North Carolina, without regard to its conflict of laws principles.

16.2. Arbitration. Any dispute arising out of or relating to these Terms
shall be resolved by binding arbitration administered by the American
Arbitration Association under its Commercial Arbitration Rules. The
arbitration shall take place in New Hanover County, North Carolina. Judgment
on the award may be entered in any court of competent jurisdiction.

16.3. Class Action Waiver. You agree that any dispute resolution proceeding
shall be conducted only on an individual basis and not as a class,
consolidated, or representative action.

16.4. Equitable Relief. Notwithstanding the above, VANE may seek injunctive
or other equitable relief in any court of competent jurisdiction to protect
its intellectual property or confidential information.


17. CHANGES TO THESE TERMS

VANE may update these Terms from time to time. Material changes will be
communicated by email or by posting an updated version to the platform with a
revised "Last Updated" date. Continued use of the platform after changes
constitutes acceptance.


18. GENERAL

18.1. Entire Agreement. These Terms, together with the Privacy Policy,
Compliance Policy, and (for Reps) the Independent Contractor Agreement,
constitute the entire agreement between you and VANE.

18.2. Severability. If any provision of these Terms is held invalid or
unenforceable, the remaining provisions shall remain in full force and effect.

18.3. No Waiver. VANE's failure to enforce any provision is not a waiver of
its right to do so later.

18.4. Assignment. You may not assign these Terms without VANE's written
consent. VANE may assign these Terms freely.

18.5. Notices. Notices to VANE should be sent to legal@vaneintelligence.com.
Notices to you may be sent to the email on file in your account.


19. CONTACT

VANE Intelligence LLC
322 South College Road #1193
Wilmington, NC 28403
legal@vaneintelligence.com