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Effective Date: Upon acceptance

This User Agreement ("Agreement") is made between GoPrelude Agency, LLC ("GoPrelude Agency"), GoPrelude, Inc. ("GoPrelude Inc."), and the undersigned Independent Agent ("Agent" or "You"). This Agreement governs the Agent's independent contractor relationship with GoPrelude Agency and the use of GoPrelude Inc.'s preneed planning platform ("Platform").

1. Independent Contractor Relationship with GoPrelude Agency, LLC

1.1 Independent Contractor Status: The Agent is an independent contractor, not an employee of GoPrelude Agency. The Agent is solely responsible for taxes, insurance, and compliance with all laws related to their business activities. The Agent is responsible for generating their own leads and business.

1.2 Commission & Chargebacks:

• Commission Payments: The appointed insurance carrier will pay commissions directly to the Agent. GoPrelude Agency will not process commission payments.
• Chargebacks: Carriers will hold a minimum of 20% reserve (Up to $5,000) and deduct chargebacks from this reserve or from future commissions. If GoPrelude Agency incurs liability due to chargebacks exceeding an Agent's reserve, GoPrelude Agency reserves the right to recover the chargeback amount from the Agent.

1.3 Reserves & Liabilities:

• Agents understand that the carrier retains a 20% reserve (Up to $5,000) to cover chargebacks and that the reserve is subject to the carrier's policies.
• If chargebacks exceed the reserve, and excess amounts are charged against GoPrelude Agency's reserve, GoPrelude Agency has the express right to demand repayment and recover amounts from the Agent's bank account or credit card on file.
• The agent understands that Prelude is a software company and not an insurance carrier. Insurance-related questions and information can be provided by Prelude. However, it is always recommended for the agent to seek out the carrier with insurance-related questions and inquiries.

1.4 Non-Solicitation & Exclusivity:

• Agents must not solicit GoPrelude's customers to a competing service or attempt to divert business away from GoPrelude.
• Agents must use the Prelude Platform for all preneed policies they sell.
• Agents agree not to develop, contribute to, or promote competing platforms.
• Agents may not recruit other agents away from GoPrelude Agency.

1.5 Termination:

• GoPrelude Agency may terminate this Agreement at will, with or without cause.
• Upon termination, Platform access will be revoked, and the Agent's reserve will be retained until all policies they have sold are no longer subject to chargebacks based upon carrier requirements.

2. Use of the GoPrelude Preneed Planning Platform (GoPrelude Inc.)

2.1 Subscription Fees & Billing:

• Users must subscribe to the Platform at either:
  • $99 per month — Agent Plan (Per individual user license)
  • $250 + ($49 per user license) per month — Team Plan
• Note: Commission schedules vary depending on the chosen subscription plan and insurance carrier growth plan. See the carrier agent agreement for the detailed commission schedule.
• Subscriptions automatically renew unless canceled at least 30 days before the renewal date.
• Payment Failure Consequences: If payment fails, a 30-day grace period is provided. If payment is not made within 30 days, access to the platform will be revoked until all payments are made current.
• No Refunds: All payments are non-refundable, except where required by law.

2.2 Access & Acceptable Use:

• Login Credentials: Each user must have their own account. Sharing credentials is prohibited.
• Prohibited Activities: Agents must not modify, reverse-engineer, or misuse the Platform; use the Platform for purposes unrelated to selling insurance; or scrape data or attempt to extract proprietary information.
• Confidentiality: Agents must protect all customer data in compliance with applicable privacy laws, including but not limited to PII (Personally Identifiable Information).
• Account Security: The Agent is solely responsible for securing their own account, including using strong passwords and preventing unauthorized access.
• Marketing & Branding: Agents must obtain prior written approval from GoPrelude before using its branding, trademarks, or company name in marketing materials.

2.3 Service Availability & Modifications:

• GoPrelude Inc. does not guarantee uninterrupted access and disclaims liability for any downtime due to maintenance, third-party failures, or technical disruptions.
• GoPrelude Inc. reserves the right to modify, discontinue, or update features of the Platform at any time, with notice provided when materially impacting functionality.
• Beta Features & Feedback: If an Agent provides feedback, suggestions, or ideas to improve the Platform, GoPrelude Inc. retains all rights to use this feedback without compensation to the Agent.

2.4 Data Ownership & Retention:

• GoPrelude Inc. owns all data entered into the Platform and retains rights to its use.
• Certain data may be retained in perpetuity for operational, legal, and analytical purposes.
• Agents do not have ownership rights over customer data within the Platform.

2.5 Suspension of Access:

• GoPrelude Inc. reserves the right to suspend an Agent's access if they violate Platform policies, misuse data, or engage in non-compliant activities.

3. Intellectual Property & Indemnification

3.1 Intellectual Property Rights:

• GoPrelude Inc. retains all rights, title, and interest in and to the Platform, including any enhancements or improvements.
• Agents receive a non-exclusive, non-transferable license to use the Platform solely for selling preneed policies.
• Agents may not copy, modify, distribute, or create derivative works based on the Platform.

3.2 Indemnification: The Agent agrees to indemnify and hold harmless GoPrelude Agency, LLC and GoPrelude Inc. from any liability, claims, or damages resulting from misrepresentation of insurance policies, regulatory violations or compliance failures, or unauthorized use or disclosure of customer data.

3.3 Limitation of Liability:

• GoPrelude Inc. and GoPrelude Agency shall not be liable for any indirect, incidental, or consequential damages related to the Agent's business operations.
• Neither GoPrelude Agency nor GoPrelude Inc. shall be responsible for the Agent's data security breaches, compliance failures, or errors in policy sales.
• Force Majeure: GoPrelude Inc. shall not be liable for failure to perform due to events beyond its control, including but not limited to natural disasters, cyberattacks, government regulations, or industry-wide disruptions.

4. Governing Law & Dispute Resolution

4.1 Governing Law: This Agreement shall be governed by the laws of Oklahoma.

4.2 Dispute Resolution:

• Any disputes shall be resolved through binding arbitration in Oklahoma, except that GoPrelude may seek injunctive relief in court for violations of confidentiality, non-solicitation, or misuse of the Platform.
• The Agent waives any right to participate in class-action lawsuits against GoPrelude Agency or GoPrelude Inc.
• Legal Relief for Unpaid Fees: GoPrelude Inc. and GoPrelude Agency retain the right to pursue legal action for any unpaid amounts owed by the Agent.

5. General Provisions

5.1 Amendments: GoPrelude reserves the right to modify this Agreement, with notice provided in advance. Continued use of the Platform constitutes acceptance of any updates.

5.2 Entire Agreement: This Agreement supersedes all prior agreements between the parties.

5.3 Severability: If any provision of this Agreement is found to be unenforceable, the remaining provisions shall remain in full force.