Terms of Service

1. Who these terms are between

These Terms of Service ("Terms") are an agreement between Vexora ("Vexora", "we", "us") and the business that signs up for Vexora ("Agency", "you"). The person who accepts these Terms on behalf of an Agency confirms they have authority to bind that Agency. Each agent, manager or staff member the Agency gives access to ("Users") must also follow these Terms, and the Agency is responsible for its Users.

By creating an account, checking the box at sign-up, or using Vexora, you agree to these Terms. If you don't agree, don't use Vexora.

2. The service

Vexora is a web platform for insurance agencies that includes, among other features, book-of-business and deal tracking, commission and bonus estimates, leaderboards and competitions, lead distribution, recruiting invitations, branding under the Agency's own name, and an optional multi-line dialer (the "Service"). We may add, change or remove features over time. If we remove a core feature you're paying for, we'll give you reasonable notice.

Commission, bonus and earnings figures in Vexora are estimates based on the settings you enter. They are not payroll, tax or financial advice, and your carrier's and agency's official statements always control.

3. Accounts and security

• You must give accurate information and keep it up to date.
• Each User needs their own login. Don't share logins.
• You're responsible for everything that happens under your Agency's account, and for removing access for people who leave your Agency.
• Tell us right away at the contact address below if you believe your account has been accessed without permission.

4. Fees, billing and cancellation

• Per-agent subscription. The Service is billed monthly in advance for each active, approved User on your Agency's account, at the per-agent rate for your Agency's size shown at sign-up and on our pricing page.
• Automatic agent count. The number of agents billed updates automatically as Users are added, approved, blocked or removed. Changes are prorated through Stripe. If your agent count moves your Agency into a different pricing tier, the per-agent rate for that tier applies from that point.
• Initiation fee. Some Agency sizes include a one-time initiation fee, charged at sign-up. It covers account setup and onboarding and is non-refundable.
• Dialer. The dialer, where offered, is billed separately per agent and may include usage-based charges for calls and texts.
• Payment. Payments are processed by Stripe. You authorize us to charge your payment method each billing period until you cancel. Prices don't include taxes; you're responsible for any that apply.
• Failed payments. If a payment fails and isn't resolved, we may pause your Agency's access until it is. Your data is kept during the pause.
• Price changes. We may change prices with at least 30 days' notice by email. Changes take effect at your next billing period after the notice.
• Cancellation. You can cancel anytime from the billing portal on your Agency page. Access continues through the end of the period you've paid for. Except where the law requires otherwise, fees already paid are non-refundable, including for partial months and unused agent seats.
• No free trials. Access begins once payment is confirmed.

5. Your data

"Agency Data" means the information you and your Users put into Vexora, such as client, policy, deal, lead, recruiting and agent information.

• You own your Agency Data. You give us permission to store, process, display and transmit it only as needed to provide and support the Service, keep it secure, and comply with law.
• Each Agency's data is kept separate from every other Agency's data.
• We don't sell your Agency Data or use it to market to your clients.
• Export. You can export your Agency Data while your account is active. After cancellation or suspension, you can ask us for an export for 30 days, after which we may delete it, except for copies we're required to keep by law or that remain for a limited time in backups.
• You're responsible for having the right to put Agency Data into Vexora, including any required consents from clients, leads and recruits.

6. Our platform and what you may not do

Vexora, including its software, code, databases, design, layouts, features, workflows, text, graphics, logos and the Vexora name ("Vexora Materials"), is owned by us and our licensors and is protected by copyright, trademark and other laws. We give your Agency a limited, non-exclusive, non-transferable right to use the Service for your Agency's own internal business during your paid subscription. All rights not expressly granted are reserved.

You and your Users may not, and may not help anyone else to:

1. copy, reproduce, frame, mirror or republish the Service or any Vexora Materials, including its design, page layouts, features or workflows;
2. build, or help build, a product or service that competes with Vexora using Vexora Materials, information from inside the Service, or knowledge gained from access to the Service;
3. reverse-engineer, decompile, disassemble, or try to obtain source code, database structure or non-public parts of the Service;
4. sell, resell, sublicense, rent, white-label or otherwise provide the Service to anyone outside your Agency;
5. scrape, crawl or use bots or automated tools to extract data or content from the Service, except through export features we provide;
6. test, probe or bypass security, access controls, usage limits or billing, or access another Agency's data or account;
7. remove or change any copyright, trademark or other notices; or
8. use the Service in a way that is unlawful, harmful, or interferes with its operation or other customers.

If you send us feedback or ideas, we may use them without obligation to you.

7. Compliance: insurance, calling, texting and privacy

You're solely responsible for how you and your Users use the Service, including compliance with all laws and rules that apply to your business, such as insurance licensing and carrier requirements, the Telephone Consumer Protection Act (TCPA), the Telemarketing Sales Rule and the National Do Not Call Registry, state calling-hours and telemarketing laws, carrier messaging rules (including 10DLC registration), and privacy and data-protection laws.

Vexora includes tools that can help, such as do-not-call lists, opt-out handling and calling-hour checks, but these tools don't guarantee compliance, and you must not rely on them alone. You must obtain any consent the law requires before calling or texting anyone and honor opt-out requests.

8. Third-party services

The Service relies on third parties, including Stripe for payments, Twilio and telecommunications carriers for calling and texting, and hosting and database providers. Their services are subject to their own terms. We aren't responsible for third-party services, including carrier filtering, blocking or labeling of calls and messages, or carrier and insurance-company portals linked from the Service.

9. Confidentiality

Each of us may receive non-public information from the other, such as your Agency Data or our non-public product information, pricing and roadmap. Each of us will use the other's confidential information only for purposes of this agreement and protect it with reasonable care.

10. Suspension and termination

We may suspend or end access for an Agency or User that breaks these Terms (especially Sections 6 and 7), fails to pay, or creates a security or legal risk. Where reasonable, we'll give notice first. You may stop using Vexora and cancel at any time. Sections 4 (fees owed), 5 (export), 6, 9, 11, 12, 13 and 15 survive termination.

11. Disclaimers

The Service is provided "as is" and "as available". To the fullest extent permitted by law, we disclaim all warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement. We don't promise the Service will be uninterrupted, error-free, or that commission, bonus, lead or calling features will produce any particular result.

12. Limitation of liability

To the fullest extent permitted by law, neither party will be liable for any indirect, incidental, special, consequential or punitive damages, or for lost profits, revenue, commissions or data, even if advised of the possibility. Our total liability for all claims relating to the Service or these Terms will not exceed the amount you paid us for the Service in the 12 months before the event giving rise to the claim.

These limits don't apply to your payment obligations, to a breach of Section 6, or to your obligations under Section 13.

13. Indemnity

You will defend and hold harmless Vexora and its owners, officers and contractors from claims, fines, penalties and costs (including reasonable attorneys' fees) arising from your Agency Data, your or your Users' calls, texts and other communications, your breach of these Terms, or your violation of any law or third-party right.

14. Changes to these Terms

We may update these Terms. If a change is material, we'll notify you by email or in the Service at least 30 days before it takes effect. Continuing to use the Service after a change takes effect means you accept it. The version and date at the top show which version applies.

15. Governing law and disputes

These Terms are governed by the laws of the State of Arkansas and applicable U.S. federal law, without regard to conflict-of-law rules. Any dispute will be brought exclusively in the state or federal courts located in Washington County, Arkansas, and both parties consent to those courts. Either party may seek an injunction in any court to stop misuse of its intellectual property or confidential information.

16. General

These Terms are the entire agreement about the Service and replace earlier understandings. If any part is found unenforceable, the rest stays in effect. Not enforcing a provision isn't a waiver. You can't transfer these Terms without our written consent; we may transfer them in connection with a merger, acquisition or sale of the business. We may send notices to the email address on your account.

17. Contact

Questions about these Terms: support@vexoracrm.com