Terms of Service

TERMS OF SERVICE

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


1. ACCEPTANCE OF TERMS

These Terms of Service ("Terms") govern your access to and use of the website,
portal, 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 portal, dashboards, 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 platform and sells VANE's
visitor identification services to end clients.

"End Client" means a business that purchases VANE's visitor identification
services, whether directly from VANE or through a Rep.

"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.

"Seat Fee" means the monthly subscription fee paid by Reps for platform 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 may require
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 portal 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. 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.

5.2. 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.

5.3. 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's services,
    including but not limited to guaranteed results, specific revenue
    outcomes, or compliance certifications VANE has not issued in writing;

(b) Use personal contact information (personal phone numbers or personal email
    addresses) returned by the platform for outbound outreach unless
    explicitly permitted in writing by VANE for a specific use case;

(c) Contact individuals registered on the National Do Not Call Registry or
    flagged with DNC indicators in the platform;

(d) Sell or resell VANE services to end clients outside the approved client
    onboarding process;

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

(f) Share login credentials with any other person;

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

(h) Make outreach to consumers (B2C) using data returned by the platform
    unless that specific outreach campaign 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.


7. INTELLECTUAL PROPERTY

7.1. VANE Property. The platform, including all software, content, branding,
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) Your use of returned data must comply 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) You are solely responsible for ensuring your use of returned data is
    lawful in the jurisdictions where you operate and where the identified
    individuals reside.


9. PAYMENTS AND COMMISSIONS

9.1. Commission Structure. Approved Reps earn commissions on End Client
revenue 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, 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, CCPA/CPRA, CAN-SPAM, or DNC restrictions;

(c) Your misuse of data returned by the platform;

(d) Any outbound communication you make using platform data;

(e) Any representations or warranties you make to End Clients beyond those
    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