Independent Agent Addendum

1. Who this addendum is for

This Independent Agent Addendum applies to you if you are an individual insurance agent using Closelio in your own Solo Workspace. It also applies to the Solo Workspace of an agent who is a Seat in someone else's agency. It adds to the Terms of Service between you and Closelio AI LLC, a {{ENTITY_STATE}} limited liability company ("Closelio," "we," or "us").

Every Closelio user has a Solo Workspace, which is the personal workspace you work in under your own account. Some agents call it their "own book." If a term is capitalized here but not defined, it has the meaning given in the Terms.

2. Licensing and appointments

You represent that, for as long as you use Closelio to market or sell insurance, you hold and keep current every state license and carrier appointment required for the products you market and the states where your Contacts live. If a license or appointment lapses, is suspended, or is revoked, you will stop using Closelio to market the affected products in the affected states until it is restored.

Any National Producer Number (NPN), license number, or similar detail you enter in Closelio must be accurate and must be your own.

We do not check whether you are licensed or appointed, and we do not monitor whether you are allowed to sell a given product in a given state. That is your responsibility.

3. What Closelio is and is not

Closelio is software. We are not an insurance producer, agency, carrier, broker, or lead seller. We do not sell insurance, recommend products, or give insurance, legal, tax, or financial advice to you or your Contacts. Content created with our AI features, including text replies and voice agent conversations, is generated on your behalf. You decide whether and how to use it, and you are responsible for what is said to your Contacts in your name.

4. Your own book

You control the data in your Solo Workspace, including the leads, contacts, conversations, recordings, policies, and commission records you create or upload there. As between you and Closelio, that data is your Customer Data, handled as described in the Terms, the Privacy Policy, and the Data Processing Addendum. Your obligations to your Contacts, carriers, and any upline organization about that data still apply.

5. Working with agencies, IMOs, and FMOs

You may be invited to join an agency's workspace as a Seat. If you accept:

• the agency's workspace is governed by the agency's agreement with Closelio, including the Agency Addendum, and by your own agreement with the agency;
• data you create in the agency's workspace belongs to the agency, subject to your agreement with it, and the agency can see it according to the roles it sets;
• if the agency removes you, you lose access to its workspace, and the data you created there stays there; and
• your Solo Workspace stays separate. Joining or leaving an agency does not give the agency access to it and does not move data out of it.

If you do the same work in both places, keep track of which workspace each lead and record lives in. We do not move data between workspaces to resolve disagreements.

We are not a party to any contract between you and an agency, IMO, FMO, upline, or carrier. We do not decide disputes about lead ownership, commissions, overrides, chargebacks, or release from a hierarchy. Those are between you and the other party.

6. Carrier, insurance, and Medicare marketing rules

You are responsible for following every rule that applies to how you market and sell insurance. This includes:

• carrier and upline marketing guidelines, including any requirement to get approval for scripts, messages, or advertising;
• state insurance laws and regulations on advertising, solicitation, replacement, disclosures, and recordkeeping; and
• for Medicare products, the marketing and communication rules of the Centers for Medicare & Medicaid Services, including any rules on permission to contact, scope of appointment, call recording, and required disclaimers, where they apply.

These rules are in addition to the telemarketing and messaging rules described in the Communications Compliance Addendum, the Acceptable Use Policy, and the SMS Terms. Closelio offers compliance tools such as consent records, an internal do-not-call list, opt-out handling, quiet hours, and call recording settings. Those tools help you, but they do not make your campaigns compliant, and using them does not create a safe harbor.

7. Sole-proprietor A2P registration

To send business text messages in the United States, you need an A2P 10DLC registration approved by the carriers. If you do not have a separate business entity with its own tax ID, you may register as a sole proprietor.

A sole-proprietor registration is filed using your personal legal name, address, email, and mobile phone number. By starting a sole-proprietor registration, you:

• confirm that the information you provide is true, current, and yours;
• authorize us to submit it to the carriers through our telephony provider on your behalf; and
• understand that the registered brand will appear as you, the individual.

Carriers decide whether and when to approve a registration. We do not control the outcome or the timing. Until your registration is approved, campaign text messages from your account are blocked and you are limited to 300 outbound dials per day. Registration fees are passed through as described in the Included-Usage Terms.

Carriers may place limits on sole-proprietor registrations, such as how many numbers or campaigns you can have and how many messages you can send. {{TODO: confirm any specific sole-proprietor throughput or number limits to state.}}

8. Commission and policy tracking

Closelio includes tools for recording policies sold, commissions, chargebacks, contract levels, and similar information. These are recordkeeping aids based on what you or others enter or import. They are not an official record of commissions owed or paid, and they do not replace statements from carriers or your upline. If a figure in Closelio differs from a carrier or upline statement, the carrier or upline record governs between you and that party. We are not responsible for commission amounts, payments, or disputes.

9. No employment or agency relationship with Closelio

You use Closelio as an independent business. Nothing in the Terms or this addendum makes you an employee, contractor, agent, partner, or appointed producer of Closelio, or makes Closelio your employer, agency, or upline. Neither of us can bind the other.

10. Order of precedence and changes

This addendum is part of the Terms of Service. If it conflicts with the Terms, this addendum controls for your use of Closelio as an independent agent. The Communications Compliance Addendum and the Data Processing Addendum still control on the topics they cover. For an agency workspace you join as a Seat, the Agency Addendum controls. Governing law and dispute resolution are as set out in the Terms ({{GOVERNING_LAW}}; {{ARBITRATION_VENUE}}).

We may update this addendum. For material changes, we will give notice by email and/or in the app, and the change takes effect 30 days after notice. Questions can go to legal@closelio.ai or {{ADDRESS}}.