Dialer and Telemarketing Addendum

1. Scope and order of precedence

This Dialer and Telemarketing Addendum ("Addendum") is part of the Master Subscription Agreement ("Agreement") between Vora Financial LLC, a Florida limited liability company ("Vora", "we", "us"), and the Customer named in the Order Form. It applies whenever Customer or its Authorized Users use the power, parallel, preview or click-to-call dialer, voicemail drop, call recording, caller ID numbers, or texting features of the Service (together, the "Dialer Features"). [DECISION: confirm whether the Service is operated and contracted by Vora Financial LLC or by a separate entity, and update this paragraph and the Agreement together.]

Capitalized terms not defined here have the meaning given in the Agreement. If this Addendum conflicts with the Agreement, the Acceptable Use Policy or the Data Processing Addendum on a telemarketing matter, this Addendum controls. Texting is also governed by the SMS Terms.

Customer may not use the Dialer Features until this Addendum is accepted by an owner or admin of the Customer account, and until the onboarding steps in section 16 are complete.

2. Definitions

• Telemarketing Laws means the Telephone Consumer Protection Act (47 U.S.C. §227) and the FCC's rules (47 C.F.R. §64.1200 and §64.1601), the Telemarketing Sales Rule (16 C.F.R. Part 310) to the extent it applies, the Truth in Caller ID Act (47 U.S.C. §227(e)), state telemarketing, telephone solicitation, do-not-call, call-recording and wiretap laws (including the Florida Telephone Solicitation Act, Fla. Stat. §501.059, and the Florida Telemarketing Act, Fla. Stat. §501.601 et seq.), and state insurance marketing rules, each as amended.
• Seller means the person on whose behalf a call or text is made to induce the purchase of goods or services, including insurance.
• Telemarketer means the person who places the call or sends the text on a Seller's behalf.
• Lead means a Client record imported into the dialer, whether bought from a Lead Vendor, captured on Customer's own forms, or entered by an Authorized User.
• Lead Vendor means any third party that sells, generates or transfers Leads to Customer.
• Consent Record means the evidence of a Client's consent stored in the Service: consent type, Seller named, telephone number, source URL, consent text and its version, certificate ID and vendor, IP address, user agent, time of capture, and any revocation.
• PEWC means prior express written consent as defined in 47 C.F.R. §64.1200(f)(9), and any stricter state definition that applies.
• Campaign means a dialer campaign configured in the Service.

3. Roles: Customer is the Seller

Customer is the Seller for every call, voicemail drop and text message made through the Service for Customer's account, including calls placed by the dialer on behalf of Customer's agents and producers. Where Customer's own employees, producers or sub-agencies place the calls, Customer is also the Telemarketer. Customer is responsible for its Authorized Users and sub-agencies as if their acts were its own.

Vora is a technology platform. Vora does not choose whom Customer calls, what Customer says, which Leads Customer buys, or when Customer's campaigns run. Vora does not initiate calls or texts for Customer within the meaning of the Telemarketing Laws, and it is not Customer's Seller or Telemarketer. Vora's compliance features run the rules Customer and the law set; they do not shift Customer's legal duties to Vora.

Exception: Vora's own agency. Vora Financial LLC is itself a licensed insurance agency. For campaigns run by Vora's own agency for its own book of business, Vora is the Seller and, where its own producers place the calls, the Telemarketer. Nothing in this Addendum lets one Customer's consent, Leads, do-not-call data or caller ID numbers be used for another Customer or for Vora's own agency.

Each Customer is a separate Seller. Consent given to one Customer does not authorize calls by another Customer, by a sub-agency that is a separate legal entity, or by Vora's own agency.

[COUNSEL: confirm that the platform's role (owner-scoped dialing, Customer-configured campaigns, Customer-supplied Leads and consent) keeps Vora outside the definition of a person who "makes" or "initiates" calls under 47 U.S.C. §227(b) and the FCC's vicarious-liability rulings, and outside "telemarketer" under 16 C.F.R. §310.2.]

4. Consent

4.1 Customer obtains consent

Before Customer calls or texts a Lead using the Dialer Features, Customer must have, and must be able to prove, consent that meets every Telemarketing Law that applies to that call. In particular:

• For telemarketing calls or texts made with an automatic telephone dialing system, or with an artificial or prerecorded voice, to a wireless number, and for artificial or prerecorded voice telemarketing calls to a residential line, Customer must have PEWC (47 C.F.R. §64.1200(a)(2) and (a)(3)).
• The consent must name Customer as the Seller (Customer's legal name or a registered trade name that clearly identifies Customer), cover the telephone number dialed, authorize marketing calls and texts using automated technology and an artificial or prerecorded voice, and state that consent is not a condition of purchase.
• Where a stricter state law applies (for example Fla. Stat. §501.059 or Okla. Stat. tit. 15, §775C.1 et seq.), the consent must also meet that law's definition.
• Consent for non-marketing calls (for example, service calls to an existing policyholder) must still meet 47 U.S.C. §227(b) when automated technology or an artificial or prerecorded voice is used.

4.2 Seller-specific consent

In December 2023 the FCC adopted a rule that would have required consent to be given to one seller at a time and to be logically and topically related to the website where it was given (the "one-to-one" rule). The U.S. Court of Appeals for the Eleventh Circuit vacated that rule in January 2025 (Insurance Marketing Coalition Ltd. v. FCC), and it did not take effect. [COUNSEL: confirm the current status of the one-to-one rule and of any FCC or state rule that replaces it.] Whatever its status, Vora requires seller-specific consent: a consent that lists many sellers, or names a category of "marketing partners" without naming Customer, does not meet this Addendum. Comparison-shopping consent that names Customer individually, next to a clear and separate checkbox or equivalent, is acceptable.

4.3 Consent Records in the Service

Customer must load a Consent Record for every Lead before it is dialed, either through a certificate URL or ID (for example TrustedForm, Jornaya, or another certificate provider), or through the fields of the import file or the lead vendor API. Customer warrants that each Consent Record is accurate and was not altered.

• A Lead without a consent certificate is not dialed. The Service marks it "Needs consent" and blocks it at every dial, including click-to-call and callbacks, unless an admin has marked the Campaign as a non-telemarketing campaign. That flag is audited, and Customer is solely responsible for its accuracy.
• Campaigns that use voicemail drop dial only Leads whose Consent Record is PEWC.
• Consent Records are append-only. A revocation is added to the record; the original is never overwritten.
• Vora keeps Consent Records for at least five years from capture or revocation, whichever is later, including after this Agreement ends, so that Customer can defend claims. The Service refuses to delete an agency while its Consent Records are inside that period. Vora may keep them longer where a legal hold applies.

The Service records the Seller on each Consent Record as Customer's agency name. That entry records who is dialing; it is not proof that the certificate names Customer. Checking the certificate is Customer's duty under section 5. [DECISION: add a separate "seller named on certificate" field that is filled only when the certificate has been checked.]

5. Lead Vendors

Customer's agreements with Lead Vendors are between Customer and the Lead Vendor. Vora is not a party to them and does not vouch for any Lead Vendor, including vendors that post Leads to the Service through the lead vendor API.

Customer must:

• require each Lead Vendor to deliver, for every Lead, a consent certificate or equivalent record that names Customer as the Seller and shows the disclosure text, time, IP address, page URL and, where available, a session replay;
• check a sample of certificates from each new Lead Vendor, and periodically after that, before dialing that vendor's Leads;
• not upload Leads from co-registration lists, sweepstakes or incentive offers that do not meet section 4, or Leads that the Lead Vendor has sold to Sellers in breach of its consent;
• require each Lead Vendor to keep its consent evidence for at least five years and to produce it on request; and
• stop dialing a Lead Vendor's Leads at once if its certificates do not name Customer, cannot be verified, or are disputed by consumers.

A template lead purchase agreement and a certificate review checklist are available from Vora on request. They are not legal advice.

6. Do-not-call lists

6.1 National Do Not Call Registry

Customer must hold its own subscription account number (SAN) for the National Do Not Call Registry, covering every area code it calls, and keep it current. Under the Telemarketing Sales Rule each Seller must pay for its own access, and a telemarketer or service provider may not call on a Seller's behalf unless that Seller has paid (16 C.F.R. §310.8). Vora may not share its own SAN, or registry data obtained under it, with Customer, and Customer may not share its SAN or registry data with anyone else. [COUNSEL: confirm the application of 16 C.F.R. §310.8 to insurance telemarketing, given the Telemarketing Act's limits on FTC jurisdiction over the business of insurance, and that the FCC rule at 47 C.F.R. §64.1200(c)(2) independently makes the registry the practical means of compliance.]

Customer must give Vora its SAN and the area codes it covers. Customer then either (a) authorizes Vora, as Customer's service provider, to download the registry for those area codes under Customer's SAN, or (b) uploads the registry data or a scrubbed list itself, in the format Vora specifies. Registry data obtained under Customer's SAN is used only to suppress calls for Customer's account.

• Registry data must be refreshed at least every 31 days (16 C.F.R. §310.4(b)(3)(iv); 47 C.F.R. §64.1200(c)(2)(i)(D)). Leads are scrubbed on import and checked again at every dial.
• If Customer's registry data is missing or older than 31 days for a Lead's area code, Customer must not dial that Lead unless a documented exemption applies (for example an established business relationship under 47 C.F.R. §64.1200(f)(5), or PEWC that also meets 47 C.F.R. §64.1200(c)(2)(ii)). Customer is responsible for deciding whether an exemption applies.
• Until the Service enforces the 31-day rule automatically for each Customer's SAN, Customer must not turn on the Dialer Features for any area code without current registry data loaded. [DECISION: build a fail-closed national DNC gate (no current data for the area code means no dial) before any outside agency dials.]

6.2 State do-not-call lists

Some states keep their own do-not-call lists (Florida, for example, under Fla. Stat. §501.059). Customer must subscribe to every state list that applies to the numbers it calls, and must load those lists, or a scrubbed list, under its own state registration. Where a state list is loaded, the Service blocks calls to numbers on it. Customer is responsible for knowing which state lists apply to it.

6.3 Litigator and reassigned-number scrubs

The Service has a block for numbers on a litigator or known-complainant list. Loading such a list is an optional service, through a provider Customer chooses or that Vora offers separately. [DECISION: whether Vora offers a litigator scrub as an included or optional service, and with which provider.] Customer may also use the FCC Reassigned Numbers Database (47 C.F.R. §64.1200(m)) to reduce calls to reassigned numbers; the Service does not do this for Customer.

6.4 Customer's internal do-not-call list

Customer must keep an internal (company-specific) do-not-call list and a written do-not-call policy, train its Authorized Users on it, and honor every request (47 C.F.R. §64.1200(d); 16 C.F.R. §310.4(b)(1)(iii)(A)). The Service helps by:

• adding a number to Customer's internal list at once when an agent uses the do-not-call disposition, when an admin adds it, or when the Client replies STOP or a similar keyword to a text;
• applying the entry across calls and texts, every Campaign, every agent and every sub-agency of Customer's account, and revoking the Client's dialer consent at the same time;
• letting only an admin remove an entry, with a fresh multi-factor confirmation, and keeping a record of every addition and removal.

Customer must record a do-not-call or revocation request received by any reasonable means (on a call, by text, by email, by voicemail, in person or through a Lead Vendor) in the Service promptly, and in any case so that it is honored within 10 business days of receipt (47 C.F.R. §64.1200(d)(3) and (a)(10), as amended by the FCC in 2024 and effective April 11, 2025). The Service's target is immediate. The FCC rule that a revocation must also stop unrelated robocalls and robotexts from the same Seller was postponed. [COUNSEL: confirm the current effective date of the "revoke-all" provision in 47 C.F.R. §64.1200(a)(10).] Vora's design already treats a revocation as applying to all calls and texts from Customer.

A do-not-call request must be honored for at least five years from the date it is made, or longer where state law requires. Customer may not ask Vora to remove an entry because a Lead Vendor re-sold the Lead.

7. Calling hours, frequency limits and holidays

The Service blocks telemarketing calls outside 8:00 a.m. to 9:00 p.m. in the Client's local time (47 C.F.R. §64.1200(c)(1); 16 C.F.R. §310.4(c)), combined with any stricter state window in Vora's state rule table. For example, Florida and Oklahoma allow calls only from 8:00 a.m. to 8:00 p.m.

• The Service works out every time zone a Lead may be in, from the Lead's address and from the area code of the number dialed, and applies the most restrictive. If no time zone can be found, the call is blocked.
• The window is checked when a Lead is claimed and again just before the call starts, including a margin of a few seconds, so that no call starts at the edge of the window.
• State frequency limits are enforced per telephone number across Customer's whole account. For example, Florida, Oklahoma and Maryland allow no more than three telemarketing calls in 24 hours to a person on the same subject (Fla. Stat. §501.059(8); Okla. Stat. tit. 15, §775C.4). The Service counts every call to the number, whatever its subject, and counts a line that rang and was canceled by the dialer.
• Vora maintains the state rule table, with a dated history of every change. Rules are reviewed by Vora with counsel, but they may not reflect every state or local rule on every day.

Customer is responsible for: any calling-hours, holiday, Sunday, emergency-declaration or local rule that is not in Vora's table; the accuracy of the addresses, ZIP codes and time zones in its Leads; any Campaign schedule or override it configures; and confirming that the rules in the table fit Customer's calls. If Customer knows of a stricter rule that applies, it must tell Vora and stop the affected calls until the table is updated.

8. Abandoned calls and parallel dialing

When the dialer places more than one line per available agent, some answered calls may have no agent free. A call is abandoned if it is not connected to a live agent within two seconds of the Client's completed greeting (47 C.F.R. §64.1200(a)(7); 16 C.F.R. §310.4(b)(1)(iv) and (b)(4)).

• The Service measures abandonment per Campaign over a rolling 30-day period, targets 2.5%, and forces the Campaign to one line per agent when the rate reaches 3%, until it falls back below 2.5%. Customer may not ask Vora to override this.
• Every abandoned call plays a short prerecorded message, within two seconds of the greeting, that names Customer as the Seller and gives a telephone number the Client can call to ask not to be called again. A Campaign cannot be activated without one. Customer supplies the message and is responsible for its content. A suggested script is available on request.
• Each unanswered call rings for at least 15 seconds or four rings before the dialer hangs up.
• When the dialer cancels a ringing line at the moment the Client answers, the Service counts the call as abandoned.
• Where two lines answer at once, the second call is offered to another available agent of Customer who is licensed in the Lead's state (overflow). Customer may switch overflow off, which will raise its abandonment rate.
• The Service keeps the records needed to show the abandonment rate for each Campaign.

9. Call recording and disclosure

Every call bridged to an agent is recorded. Several states require the consent of every party to record a call, including Florida (Fla. Stat. §934.03), California (Cal. Penal Code §§632 and 632.7), Illinois, Maryland, Massachusetts, Montana, New Hampshire, Pennsylvania and Washington, among others.

• The Service plays a recording disclosure into the call when the agent is connected (by default: "This call is recorded for quality and training purposes."), or, if Customer chooses, the agent states it from the call script.
• Customer is responsible for the wording, for choosing the agent-stated option only where its agents reliably say it at the start of every call, and for not instructing or allowing agents to skip, disable or talk over the disclosure. Changing the disclosure setting requires an admin with a fresh multi-factor confirmation and is logged.
• If a Client objects to being recorded, Customer must either end the call or use a procedure that stops the recording, as its counsel advises.
• Recordings are kept for the period Customer sets (730 days by default, from 30 days to 10 years) and then deleted with any transcript and cleaned copy. Customer is responsible for choosing a period that meets its legal and carrier obligations.

[COUNSEL: confirm the disclosure posture (spoken at the bridge rather than before it, and recording that starts at the bridge) for calls to all-party-consent states.]

10. Voicemail drop, prerecorded and artificial voice

A voicemail drop is a prerecorded message. Customer may use voicemail drop only for Leads whose Consent Record is PEWC, and the Service enforces that rule at the dial and again when the message plays. Each refused drop is recorded. Voicemail messages may be at most 45 seconds.

• Every prerecorded message must, at the beginning, state the name of the Seller, and must give a telephone number the Client can use to ask not to be called again (47 C.F.R. §64.1200(b)). Where the message is telemarketing, it must also meet 16 C.F.R. §310.4(b)(1)(v), including an automated opt-out mechanism where required.
• The FCC ruled in February 2024 that calls using AI-generated voices are calls using an "artificial" voice under the TCPA (FCC 24-17). Vora treats any synthetic or generated voice audio, including audio created with a text-to-speech or voice-generation tool, as an artificial voice. Messages made that way need the same consent as prerecorded messages.
• AI-cloned voices (a voice made to sound like a specific real person) and interactive AI voice agents that talk to Clients are not offered on the Service. Customer may not upload a cloned voice of anyone without that person's written permission, and may not use any voice to impersonate a person or business.
• Customer may not use prerecorded or artificial voice messages in a way that a state law forbids (for example, a state that requires a live operator to introduce a recorded message).

11. Caller ID, CNAM and call authentication

Every call must transmit a caller ID number that the Client can call back to reach Customer or to ask not to be called again during normal business hours, and the name of Customer where the carrier supports it (47 C.F.R. §64.1601(e); 16 C.F.R. §310.4(a)(8)).

• Numbers used for Customer's calls must be registered to Customer through the voice provider's business verification (know-your-customer) process, using Customer's legal name, EIN and address, so that calls can receive STIR/SHAKEN "A" attestation (47 C.F.R. §64.6300 et seq.).
• The caller ID name (CNAM) on numbers used for Customer's calls must show Customer's name, not Vora's. [DECISION: whether outside agencies may ever call on Vora-registered pool numbers. Recommended: no.]
• Customer must register its numbers with the Free Caller Registry and keep the business details current. Vora's setup checklist covers this.
• Customer may not spoof caller ID, may not display a number it is not authorized to use, and may not rotate or replace numbers to avoid spam labels or blocking (47 U.S.C. §227(e)). The Service limits calls per number per day and lets admins pull flagged numbers.

12. Telemarketer registration and insurance licensing

Customer is responsible for any state telemarketer or telephone-seller registration, bond, license or filing that applies to it, and for confirming any exemption it relies on. For example, Florida requires commercial telephone sellers to register and post security with the Department of Agriculture and Consumer Services (Fla. Stat. §501.605), with exemptions for certain licensed persons, including insurance agents acting within their license (Fla. Stat. §501.604). [COUNSEL: confirm the current Florida exemption and the registration and exemption status in each other state Customer calls, including Texas (Tex. Bus. & Com. Code ch. 302), Alabama, Arizona, Kentucky, Louisiana, Mississippi, Nevada, Ohio, Oklahoma, Pennsylvania, Tennessee and Utah.]

The Service blocks a call unless the agent placing it, or receiving it by overflow, has a license recorded for the Lead's state. Customer warrants that the license data it and its producers enter or upload is accurate and current, including line of authority and expiration, and must remove a license as soon as it lapses. The Service does not yet verify licenses directly with NIPR, and it does not check line of authority or expiration. Customer remains responsible for every producer's licensing and carrier appointments.

13. Medicare and other restricted lines of business

Customer may not use the Dialer Features to market Medicare Advantage or Medicare Part D plans unless Customer and Vora have signed a separate Medicare addendum. CMS rules for those plans (42 C.F.R. Parts 422 and 423, including §§422.2264, 422.2267 and 422.2274 and their Part 423 counterparts) restrict unsolicited contact, require a scope of appointment before a marketing appointment (generally at least 48 hours ahead, with exceptions), require a third-party marketing organization disclaimer, and require recordings of sales and enrollment calls to be kept for 10 years. The Service does not support those rules today. [COUNSEL: confirm the current CMS requirements before any Medicare addendum is offered.]

Customer must also follow any carrier, state insurance department or product-specific rule for the lines it sells (for example final expense, annuities or health plans), including any rule on scripts, replacement disclosures or recording.

14. Text messaging

Text messages are calls under the TCPA. Customer's texting through the Service is governed by the SMS Terms and the carriers' 10DLC rules in addition to this Addendum. Customer must keep texting consent and calling consent on record separately where their scopes differ, may send marketing texts only under an approved marketing campaign and with consent that covers marketing, and must honor STOP and similar replies. A STOP reply also adds the number to Customer's internal do-not-call list for calls. The Service sends non-reply texts only between 8:00 a.m. and 8:00 p.m. in the Client's local time.

15. Vora's compliance tools are safeguards, not a guarantee

Vora will use reasonable efforts to keep the compliance features working as described in the product documentation, to review the state rule table with counsel at least quarterly and after material changes in law, and to tell Customer of a material defect it discovers in a compliance feature. If a compliance feature fails, Customer's sole remedies are those in the Agreement, and section 17 still applies to claims caused by Customer's data, instructions or campaigns.

16. Customer onboarding and ongoing duties

Before the Dialer Features are turned on for Customer, and while it uses them, Customer must:

• accept this Addendum through an owner or admin;
• give Vora its SAN, the area codes covered and its state do-not-call registrations, and keep them current;
• complete the voice provider's business verification for its numbers, and set CNAM to its own name;
• upload an abandon message and, if it uses voicemail drop, a voicemail message, that meet sections 8 and 10;
• keep a written do-not-call policy and train its Authorized Users on it, on calling hours and on recording disclosure (16 C.F.R. §310.4(b)(3); 47 C.F.R. §64.1200(d)(1)-(2));
• review the compliance report at least weekly, and treat any call outside calling hours as an incident to investigate;
• tell Vora within two business days of receiving a regulator inquiry, demand letter or lawsuit that concerns calls or texts made through the Service; and
• not use the Dialer Features for any purpose the Acceptable Use Policy forbids.

17. Customer indemnity

Customer will defend, indemnify and hold harmless Vora, its affiliates and their officers, members, employees and agents from and against any third-party claim, regulatory action, fine, penalty, settlement, judgment and reasonable attorneys' fees arising out of or relating to: (a) calls, voicemail drops or texts made through Customer's account, including claims under the TCPA, the Telemarketing Sales Rule, the Truth in Caller ID Act and state telemarketing, do-not-call, call-recording and consumer protection laws; (b) Customer's Leads, Lead Vendors and Consent Records; (c) Customer's campaign configuration, scripts, messages and audio; (d) the licensing, registration and conduct of Customer's Authorized Users and sub-agencies; or (e) Customer's breach of this Addendum.

This indemnity does not apply to the extent a claim is caused by Vora's own campaigns for its own agency, or by Vora's failure to apply a block that the Service documented as active for Customer's account and that Customer's data and configuration should have triggered. [COUNSEL: confirm the carve-out and how it interacts with the limitation of liability in the Agreement; recommend that this indemnity is excluded from the liability cap.] The indemnity procedure in the Agreement applies.

18. Vora's right to suspend

Vora may pause a Campaign, a caller ID number, a Lead Vendor's API key, texting, or all Dialer Features for Customer's account, with notice where practical and without liability, if Vora reasonably believes that:

• calls or texts are being made without the consent, registry data or licensing this Addendum requires;
• a Campaign's abandonment, complaint, opt-out or spam-label rate shows a risk of harm to consumers or to the platform's numbers and carrier standing;
• a carrier, the voice provider, a regulator or a court requires it; or
• Customer has not cooperated under section 19.

Vora will tell Customer why, and will restore the Feature once the issue is fixed. Suspension under this section does not relieve Customer of its payment obligations unless the Agreement says otherwise.

19. Records and cooperation

On Customer's request, Vora will help Customer respond to a consumer complaint, regulator inquiry or lawsuit about calls or texts made through the Service by providing an export of the relevant Consent Records, do-not-call history, call attempt records (time, numbers, result, compliance checks passed), abandonment calculations, recordings still within their retention period, and audit entries. Exports for the Customer's own account are available to admins in the Service; Vora will provide anything not available there within a reasonable time.

Each party will promptly tell the other of a claim that concerns the other's role, preserve relevant records once it has notice of a claim, and not make an admission on the other's behalf. Vora may respond to a lawful subpoena or regulator request for records it holds, and will tell Customer first where the law allows. Vora may charge reasonable costs for extensive litigation support beyond standard exports.

Notices under this Addendum go to the addresses in the Agreement. Vora's notice address is Vora Financial LLC, 400 Sunny Isles Blvd, Sunny Isles Beach, FL 33160; email info@vorafinancial.io; phone 786-654-1233.

20. Changes in law

Telemarketing Laws change often. If a change in law, a court ruling, a regulator's guidance or a carrier rule requires a change to the Dialer Features or to this Addendum, Vora may change the affected feature or rule (for example, a calling window, frequency limit, consent requirement or disclosure) with as much notice as is practical, and immediately where the change is needed to comply. Vora may update this Addendum under the change process in the Agreement. If a change materially reduces the Dialer Features, Customer's remedies are those in the Agreement.