Master Subscription Agreement

1. The agreement and the parties

This Master Subscription Agreement (the “Agreement” or “MSA”) is between Vora Financial LLC, a Florida limited liability company, 400 Sunny Isles Blvd, Sunny Isles Beach, FL 33160 (“Vora”), and the agency, IMO or other business that accepts it (the “Customer”).

The Customer accepts this Agreement when an owner of the Customer ticks the acceptance box during onboarding or on an owner invitation, signs an Order Form that references it, or first uses the Service under an Order Form. The person accepting confirms that he or she has authority to bind the Customer.

This Agreement includes, and incorporates by reference: each Order Form; the Data Processing Addendum (“DPA”); the Dialer & Telemarketing Addendum (“Dialer Addendum”); the Acceptable Use Policy (“AUP”); and, for each Authorized User's individual use, the Terms of Service (“ToS”). The current list of sub-processors is at /legal/subprocessors.

2. Definitions

Customer is the controller and the “business” (and, for the Gramm-Leach-Bliley Act, the financial institution) for Customer Data. Vora is its processor and “service provider”. Where Vora is the agency of record for its own book of business, Vora is the controller of that data, and that data is not Customer Data of any other Customer.

3. Ordering documents

The Customer orders the Service through one or more Order Forms. An Order Form may be (a) a quote or order prepared by Vora and signed or accepted by the Customer, or (b) an online checkout page the Customer completes that states the same terms. Each Order Form is governed by this Agreement.

Each Order Form states, as applicable: the plan; the number of seats or Authorized Users; the Fees and billing schedule; the Subscription Term and start date; any included or excluded features (for example, dialer, texting, AI features, numbers); any onboarding services; and any special terms.

A Customer purchase order or other Customer document adds no terms, even if Vora accepts or signs it.

4. Pricing models

Vora prices the Service per agency. Vora prepares a custom quote for the Customer, and the agreed quote becomes the Order Form. Every seat includes everything: texting, calls and AI features are not billed separately unless the Order Form says otherwise. Onboarding is done with the Customer as the Order Form describes.

Vora may set reasonable usage limits (for example, call or message volumes per seat, or phone numbers per agency) in the Order Form or the documentation, to protect deliverability and prevent abuse. Exceeding them does not create additional Fees unless the Order Form says so.

The Customer's Authorized Users do not pay Vora for their access unless the Order Form says otherwise. The Customer is responsible for all Fees for the seats it orders.

5. Fees, invoicing and taxes

The Customer will pay the Fees in each Order Form. Unless the Order Form says otherwise: Fees are in US dollars; they are billed in advance for each billing period; card or ACH payments are charged automatically at the start of each period; and invoiced Fees are due 30 days from the invoice date.

Fees are based on seats ordered, not seats used. Seats may be added at any time and are billed pro rata for the remainder of the current billing period. Seats may be reduced only at renewal.

Except as this Agreement expressly provides (for example, a refund on termination for Vora's uncured breach), Fees are non-cancellable and non-refundable, and there are no refunds or credits for partial periods or unused seats.

Fees do not include taxes. The Customer pays all sales, use, value-added, withholding and similar taxes on the Service, except taxes on Vora's net income. If Vora must collect a tax, it will appear on the invoice unless the Customer provides a valid exemption certificate.

Vora may change Fees for a renewal Subscription Term by giving written notice at least 30 days before that renewal. Fees for a current Subscription Term do not change during that term unless the Order Form says otherwise.

The Customer must raise any good-faith dispute about an invoice in writing within 30 days of the invoice date. The parties will work to resolve it promptly, and the Customer must pay the undisputed amount on time.

6. Late payment and suspension for non-payment

Overdue undisputed amounts accrue interest at the lower of 1.5% per month and the highest rate the law allows, from the due date until paid. The Customer will reimburse reasonable costs of collection, including attorneys' fees.

If a card or ACH payment fails, Vora will notify the billing contact and allow a 7-day grace period while the payment is retried. If an amount remains unpaid after the grace period (or, for invoiced Fees, 15 days after Vora gives written notice that the amount is overdue), Vora may suspend or downgrade the Service until the amount is paid. Suspension does not delete Customer Data, and the Customer's owners can still export Customer Data during suspension.

[DECISION: whether suspension for non-payment stops billing. Options: (a) Fees continue to accrue during suspension, which is the market norm and protects Vora; (b) subscriptions are paused during suspension and resume on payment; (c) subscriptions are cancelled at suspension. Recommended: (a), with Vora able to terminate under section 22 if suspension lasts more than 30 days.]

7. Term, renewal and free trial

This Agreement starts when the Customer accepts it and continues until every Order Form under it has ended, unless terminated earlier under section 22.

Each Subscription Term renews automatically for a renewal term equal to the prior term (or 12 months, if the prior term was longer), unless either party gives written notice of non-renewal at least 30 days before the end of the current term, or the Order Form says otherwise. Vora will remind the Customer's billing contact of an upcoming renewal of a term of 12 months or more at least 30 days, and not more than 60 days, before the non-renewal deadline. Monthly or weekly terms renew each period until cancelled, and the Customer may cancel online in the Service or by written notice effective at the end of the current period.

Free trial. There is a free trial only if an Order Form grants one. The Order Form states the trial period, whether a payment method is required, and the price and billing period that apply when the trial ends. Unless the Customer cancels before the trial ends, the subscription converts to a paid subscription at the end of the trial on those terms, and Vora will remind the billing contact before the trial ends. During a trial, the Service is provided as is, and Vora's warranties and indemnity in sections 18 and 19.1 do not apply.

8. Vora's obligations

8.1 Provide the Service

Vora will provide the Service in accordance with this Agreement, the Order Form and the documentation, and in compliance with laws that apply to Vora as a software provider.

8.2 Security

Vora will maintain a written information security program with administrative, technical and physical safeguards appropriate to the nature of Customer Data, as described in the DPA. Those safeguards include, at a minimum: tenant isolation enforced in the database (row-level security on every table holding Customer Data); encryption in transit (TLS, with HSTS) and at rest; multi-factor authentication for Vora staff and configurable MFA for Authorized Users, with step-up authentication for sensitive actions; masking of sensitive identifiers (only the last four digits of a Social Security or Medicare number are stored or shown); logging of every Vora support-staff read of sensitive Client fields; secret storage in a managed vault with rotation; scrubbing of personal information from error monitoring; and an incident response procedure. Vora will notify the Customer of a Security Incident affecting Customer Data as the DPA requires.

8.3 Support

Vora will provide support by email at support@vorafinancial.io and through the Service during business hours (Eastern Time, Monday to Friday, excluding US federal holidays), and will use commercially reasonable efforts to respond to urgent issues (Service unavailable, suspected security incident, dialer or texting stopped) promptly outside those hours. Onboarding services are provided as the Order Form describes.

8.4 Availability

Vora will use commercially reasonable efforts to make the Service available 24 hours a day, 7 days a week, except for planned maintenance (announced in advance where practical), emergency maintenance, and outages caused by events described in section 29 or by third-party telephone, messaging and network providers. Any availability percentage Vora publishes or discusses is a goal, not a service level commitment. Service levels and service credits apply only if an Order Form states them.

8.5 Personnel and sub-processors

Vora is responsible for its personnel and its sub-processors in performing this Agreement. Vora uses sub-processors as described in the DPA and the Sub-processors page.

9. Customer responsibilities

9.1 Authorized Users

The Customer decides who its Authorized Users are and what roles and visibility they have. It is responsible for its Authorized Users' compliance with this Agreement, the ToS and the AUP, and for everything done under their accounts. The Customer will promptly remove access for anyone who leaves or should no longer have access, require MFA where appropriate (at least for admins), and keep its owner and billing contact details current.

9.2 Licensing

The Customer is responsible for ensuring that each of its producers holds every insurance licence and carrier appointment the law requires for the activities he or she carries out using the Service, in each state where a Client is located, and that licence data in the Service is accurate and current. The Service's licence check is an aid and relies on the licence data the Customer or its producers provide.

9.3 Telemarketing and texting

The Customer is the Seller for all calls and texts made through the Service on its behalf, and is responsible for complying with the TCPA (47 U.S.C. §227; 47 C.F.R. §64.1200), the Telemarketing Sales Rule (16 C.F.R. Part 310), state telemarketing, do-not-call and call-recording laws (including Fla. Stat. 501.059, 501.616 and 934.03 where they apply), and carrier and 10DLC requirements, as allocated in detail in the Dialer Addendum. This includes: obtaining and keeping valid consent, including prior express written consent where required, naming the Customer as the Seller; scrubbing against the National Do Not Call Registry under the Customer's own subscription account number unless the Dialer Addendum provides otherwise; any state telemarketer registration or bonding; and honouring opt-outs. Vora's compliance gates are tools that help the Customer comply. They are not legal advice and do not shift the Customer's legal responsibility to Vora.

9.4 Consent and lead data

The Customer will upload or route leads into the Service only where it has the rights and consents required to contact the Clients concerned for the purposes it uses them for, and will keep the consent evidence (for example, consent certificates from TrustedForm, Jornaya or comply.support) that the law and the Dialer Addendum require. The Customer is responsible for its lead vendors.

9.5 Privacy notices and Client rights

The Customer is responsible for giving its Clients the privacy notices the law requires (including any notice required by the Gramm-Leach-Bliley Act, Regulation P and state insurance privacy laws), for any consent it needs to put Client Data into the Service and to record calls, and for responding to Client requests to access, correct or delete their information. Vora will assist as the DPA describes.

9.6 GLBA and information security

The Customer acknowledges that it is a financial institution under the Gramm-Leach-Bliley Act and is responsible for its own information security program, including any obligations under the FTC Safeguards Rule (16 C.F.R. Part 314) or the insurance data security laws of its state, and for overseeing Vora as its service provider. Vora will provide reasonable information about its safeguards (for example, a security overview or questionnaire responses) to support that oversight.

9.7 Medicare

Medicare marketing, enrollment and referral activities are excluded from the Service. The Customer will not use the Service for calls or texts about Medicare Advantage, Part D or Medicare Supplement products, or to store Medicare scope-of-appointment records, unless and until the parties sign a separate Medicare addendum that enables those features and allocates CMS compliance obligations.

9.8 Data the Service is not built to hold

The Customer will not submit full Social Security numbers, full Medicare numbers, payment card data, bank account credentials, or health information beyond what a Service workflow specifically requires, as further set out in the AUP. Vora does not act as a business associate under HIPAA unless the parties sign a business associate agreement.

10. Sub-agencies and visibility

The Service lets an agency link sub-agencies below it, and lets each link carry a visibility level that controls what the parent agency's users can see of the sub-agency:

The parent agency is responsible for authorising each sub-agency link and its visibility level, and for having a lawful basis and the sub-agency's agreement to see the sub-agency's Client Data at the level chosen (for example, under the parties' agency, IMO or contracting agreements and their privacy notices). The parent agency is likewise responsible for authorising visibility of commission splits, advances and chargebacks across the hierarchy, which may reveal compensation terms between agencies and producers.

If a sub-agency is a separate Customer, each agency is the controller of its own Customer Data, and the parent agency's access is a disclosure by the sub-agency that the sub-agency authorises by agreeing to the link. Vora implements the visibility levels as configured and is not responsible for whether the agencies were entitled to set them.

11. Customer Data

As between the parties, the Customer owns all Customer Data. The Customer grants Vora a worldwide, non-exclusive, royalty-free licence, for the term of this Agreement and the offboarding period in section 23, to host, copy, process, transmit and display Customer Data only as needed to provide, secure, support and improve the Service, to prevent abuse, and as the law requires, in each case as described in the DPA.

Vora will not sell Customer Data, will not use Client Data for its own marketing or its own insurance business, and will not use Customer Data to train AI models.

Vora may create and use Aggregated Data (for example, overall usage volumes, feature adoption, performance and abandonment-rate statistics) to operate and improve the Service and for benchmarking, provided it does not identify the Customer, any Authorized User or any Client and Vora does not attempt to re-identify it.

Vora may also use account and usage information about Authorized Users (not Client Data) to administer accounts, bill, provide support and communicate about the Service, as described in the Privacy Policy.

The Customer is responsible for the accuracy, quality and legality of Customer Data and the means by which it was obtained.

12. Data protection

The DPA governs Vora's processing of Customer Data and forms part of this Agreement. It covers, among other things, processing only on the Customer's instructions, confidentiality of personnel, security measures, sub-processors, assistance with Client requests, Security Incident notice, audits and questionnaires, retention, and return and deletion. If this Agreement and the DPA conflict on the processing or protection of Customer Data, the DPA controls (see section 30).

13. AI features

AI features (such as the Data Assistant, report-layout mapping, call transcription and call summaries) are optional. The Customer turns them on or off. Call transcription and summaries are opt-in per agency.

AI requests are routed through Vercel's AI Gateway to model providers under zero-data-retention settings, and providers do not use the data to train models. The Data Assistant receives masked data only (for example, names reduced to first name and last initial, with no identifiers or contact details), and lead files are never sent to AI features. Recording noise cleanup and generated voice audio use a voice provider called directly, not through the Gateway, as the Sub-processors page describes.

AI output may be inaccurate. The Customer is responsible for having a qualified person review AI output before relying on it, and for not using AI output as the sole basis for insurance recommendations, underwriting, claims or eligibility decisions, or compliance decisions. AI-generated or cloned voices may not be used on calls except as the Dialer Addendum and the AUP allow.

14. Third-party services

Integrations the Customer chooses to connect (for example, Discord webhooks, carrier portals and reports, lead vendors and consent-certificate providers) are not sub-processors of Vora and are not part of the Service. Data flows to or from them at the Customer's direction, under the Customer's agreement with the third party. Vora is not responsible for them, and may stop supporting an integration if the third party changes or ends its interface.

15. Vora is a software vendor only

Vora provides software. In providing the Service, Vora does not transact insurance on behalf of the Customer, does not solicit, sell or negotiate insurance with the Customer's Clients, does not give insurance or financial advice, and does not act as the Customer's producer, agent, broker, managing general agent or third-party administrator. Vora does not receive commissions on the Customer's business and does not determine commission splits; it displays the figures and rules the Customer and its carriers provide.

The Customer is solely responsible for its insurance business and its relationships with carriers, producers and Clients, including suitability, disclosures, replacements, advertising approvals and record-keeping obligations under insurance law.

Vora's own licensed agency activity is separate from the Service. Vora's agency does not receive or use other Customers' Customer Data.

[COUNSEL: confirm that providing the Service, including commission tracking, sub-agency hierarchies and quoting aids, does not amount to transacting insurance or require any licence in the states where Customers operate.]

16. Confidentiality

“Confidential Information” means non-public information one party (the discloser) discloses to the other (the recipient) that is marked confidential or that a reasonable person would understand to be confidential. The Customer's Confidential Information includes Customer Data. Vora's Confidential Information includes the non-public parts of the Service, its security documentation and pricing. Confidential Information does not include information that is or becomes public through no fault of the recipient, was known to the recipient without restriction before disclosure, is independently developed without use of it, or is lawfully received from a third party without restriction.

The recipient will use Confidential Information only to perform or exercise rights under this Agreement, will protect it with at least reasonable care, and will disclose it only to its and its affiliates' employees, contractors, sub-processors and advisers who need to know it and are bound by confidentiality obligations at least as protective.

The recipient may disclose Confidential Information where the law, a court or a regulator requires, after giving the discloser prompt notice (where lawful) and reasonable help to seek protection. These obligations last during this Agreement and for 3 years after it ends, and for Customer Data and trade secrets for as long as they remain in the recipient's possession.

17. Intellectual property

Vora and its licensors own the Service, the documentation, Aggregated Data, and all related software, models, designs, and intellectual property rights, including improvements and derivative works, whoever suggests them. Subject to this Agreement and payment of Fees, Vora grants the Customer a non-exclusive, non-transferable, non-sublicensable right during the Subscription Term for its Authorized Users to access and use the Service for the Customer's internal business purposes.

The Customer will not, and will not allow anyone to: resell, sublicense or provide the Service to third parties (other than its Authorized Users and linked sub-agencies as the Service permits); copy, modify, or create derivative works of the Service; reverse engineer, decompile or attempt to derive its source code, except as the law expressly permits despite this restriction; access the Service to build a competing product; or remove proprietary notices.

If the Customer or its Authorized Users give feedback, Vora may use it without restriction or obligation, without identifying the Customer as its source.

18. Warranties and disclaimers

Each party warrants that it has the authority to enter into this Agreement.

Vora warrants that, during the Subscription Term, (a) the Service will perform materially as described in the documentation, and (b) Vora will not materially reduce the security of the Service or the overall functionality of the Service the Customer has paid for. The Customer's exclusive remedy for breach of this warranty is for Vora to use commercially reasonable efforts to fix the non-conformity, and if Vora cannot do so within 30 days of written notice, for the Customer to terminate the affected Order Form and receive a refund of prepaid Fees for the remaining Subscription Term.

The Customer warrants that it has all rights, licences and consents needed to submit Customer Data to the Service and to contact Clients as it does through the Service, and that its producers hold the licences required for their activities.

Except as expressly stated in this Agreement, the Service is provided “as is”, and Vora disclaims all other warranties, express or implied, including merchantability, fitness for a particular purpose, title, non-infringement and accuracy. Vora does not warrant that the Service will be uninterrupted or error-free, that compliance gates, rule sets (including seeded state calling rules), AI output, quotes, carrier data or commission calculations are accurate, complete or current, or that use of the Service will result in compliance with any law. Telephone and messaging delivery depends on carriers and networks outside Vora's control.

19. Indemnification

19.1 By Vora

Vora will defend the Customer against any third-party claim alleging that the Service, as provided by Vora and used in accordance with this Agreement, infringes or misappropriates a US patent, copyright, trademark or trade secret, and will pay any damages finally awarded or settlement Vora agrees to. If such a claim is made or likely, Vora may procure the right for the Customer to continue using the Service, modify it to be non-infringing without material loss of functionality, or, if neither is reasonably possible, terminate the affected Order Form and refund prepaid Fees for the remaining Subscription Term. Vora has no obligation for claims arising from Customer Data, third-party services, combination with items Vora did not provide, modifications not made by Vora, or use in breach of this Agreement. This section states Vora's entire liability for infringement claims.

19.2 By the Customer

The Customer will defend Vora and its affiliates, officers, employees and agents against any third-party claim, and any regulatory investigation or proceeding, arising out of or relating to:

• Customer Data, including a claim that Customer Data or its use in accordance with this Agreement infringes or violates a third party's rights or the law;
• calls, voicemails, prerecorded or artificial-voice messages, and texts made through the Service on the Customer's behalf or by its Authorized Users, including claims under the TCPA, the TSR, the Florida Telephone Solicitation Act and other telemarketing, do-not-call, call-recording or messaging laws;
• the absence, invalidity or insufficiency of consent for any lead or Client contacted, including consent that does not name the Customer as the Seller, and the acts of the Customer's lead vendors;
• the Customer's or its producers' insurance activities, including acting without a required licence or appointment; and
• use of the Service by the Customer or its Authorized Users in breach of the AUP or the Dialer Addendum,

and will pay any damages, fines, penalties and settlements, and reasonable attorneys' fees and costs, finally awarded or agreed in connection with them.

19.3 Procedure

The indemnified party will give prompt written notice of the claim (delay excuses the indemnifying party only to the extent it is prejudiced), give the indemnifying party sole control of the defence and settlement, and provide reasonable cooperation at the indemnifying party's expense. The indemnifying party may not settle a claim in a way that admits fault by, or imposes a non-monetary obligation on, the indemnified party without its written consent. The indemnified party may participate with its own counsel at its own cost.

20. Limitation of liability

Exclusion of indirect damages. Except for Excluded Claims, neither party will be liable for any indirect, incidental, special, consequential, exemplary or punitive damages, or for lost profits, revenue, commissions, goodwill or business, or the cost of substitute services, arising out of or relating to this Agreement, however caused, even if advised of the possibility.

General cap. Except for Excluded Claims and the Data Breach Cap, each party's total liability arising out of or relating to this Agreement will not exceed the Fees paid and payable by the Customer under this Agreement in the 12 months before the event giving rise to the liability.

Data Breach Cap. For claims arising from a Security Incident caused by Vora's breach of its security obligations in this Agreement or the DPA, Vora's total liability will not exceed the greater of (a) three times the Fees paid and payable in the 12 months before the Security Incident, and (b) US $[amount]. Amounts under the Data Breach Cap include reasonable costs of legally required notifications to Clients and regulators, credit monitoring where legally required or customary, and regulatory fines to the extent they may lawfully be indemnified. This cap is in addition to, and not part of, the general cap. [COUNSEL: set the super-cap multiple and floor; align with the cyber policy limit Vora binds under section 21.]

Excluded Claims are not limited by the caps above: (a) a party's indemnification obligations under section 19 (for Vora, the IP indemnity; for the Customer, the indemnity in 19.2); (b) the Customer's obligation to pay Fees; (c) a party's gross negligence, wilful misconduct or fraud; and (d) a party's breach of section 16 (Confidentiality), other than a Security Incident affecting Customer Data, which is subject to the Data Breach Cap. The Customer's indemnity for calls and texts is uncapped because statutory damages under the TCPA and state laws apply per call or message and are outside Vora's control.

These limits apply to all theories of liability and even if a limited remedy fails of its essential purpose. The parties agree they are a reasonable allocation of risk reflected in the Fees.

21. Insurance

Customer. During the term, the Customer will maintain, with reputable insurers: insurance agents' errors and omissions (professional liability) insurance covering the Customer and its producers in the amounts required by its carriers and by law; and general liability insurance. The Customer will provide certificates of insurance on request.

Vora. During the term, Vora will maintain, with reputable insurers: technology errors and omissions insurance; cyber liability insurance covering privacy breach response costs, network security liability and regulatory proceedings; and general liability insurance; each in amounts customary for a software provider of its size handling consumer financial data. Vora will provide certificates of insurance on request. [DECISION: bind technology E&O and cyber coverage, with limits at least equal to the Data Breach Cap, before onboarding any outside agency's Customer Data.]

22. Termination

Either party may terminate this Agreement or an Order Form by written notice if the other party (a) materially breaches it and does not cure the breach within 30 days after written notice describing it, or (b) becomes insolvent, makes an assignment for the benefit of creditors, or becomes subject to bankruptcy or similar proceedings not dismissed within 60 days.

Vora may suspend the Service, or the specific campaign, phone number, feature or Authorized User involved, immediately where reasonably necessary to prevent or stop: a violation of the AUP or the Dialer Addendum (including calls or texts without valid consent, or an abandonment rate or complaint rate that endangers Vora's numbers or messaging registrations); a security threat; or a violation of law or a carrier, registry or regulator requirement. Vora will give notice and work with the Customer to restore the Service as soon as the issue is resolved. Vora may terminate on notice for repeated or serious violations, or if a suspension under this paragraph or section 6 lasts more than 30 days.

If the Customer terminates for Vora's uncured material breach, Vora will refund prepaid Fees for the remaining Subscription Term. If Vora terminates for the Customer's uncured material breach, the Customer will pay all Fees for the remaining Subscription Term.

When this Agreement or an Order Form ends, the Customer's right to use the affected Service ends, and section 23 applies to Customer Data.

23. Offboarding: export, deletion window and deletion

When this Agreement ends, or on the Customer's written request at any time, Vora will offboard the Customer's workspace in these steps. Every step is recorded in Vora's audit log, and the destructive steps require a fresh step-up confirmation by Vora staff.

1. Suspend. Sign-in and activity in the workspace are stopped. Dialing and texting stop. Customer Data is not changed.
2. Export. Vora prepares an export of the Customer Data in the workspace in commonly used machine-readable formats, packaged as an AES-256 encrypted zip file. Vora sends the Customer's owner a download link that is valid for 24 hours, and the export file itself expires and is deleted after 7 days. The Customer may request a new export during the deletion window.
3. Deletion window. The workspace is scheduled for deletion at the end of a deletion window of 30 days after suspension by default. The Customer may ask for a different window of between 7 and 3,650 days, in writing before deletion is scheduled. During the window, Customer Data remains stored and protected, and the Customer may ask Vora to reactivate the workspace under a new Order Form.
4. Hard delete. At the end of the window, and after a second confirmation, Vora permanently deletes the Customer's workspace, the Customer Data in it, the stored files (including call recordings, transcripts, lead files and documents), and the Authorized User logins that belonged only to that Customer.

Retained records. Vora keeps the following after deletion, because the law requires them or they are needed as evidence of compliance, and protects them as Confidential Information for as long as it keeps them:

If the Customer does not collect its export before the export expires and the deletion window ends, Vora has no obligation to keep or return Customer Data. Vora's own agency workspace and records are not affected by any other Customer's offboarding.

24. Survival

Sections 5 and 6 (for amounts accrued), 11, 15, 16, 17, 18 (disclaimers), 19, 20, 22 (effects of termination), 23, 24, 25 and 31, the DPA for as long as Vora holds Customer Data, and any other provision that by its nature should survive, survive the end of this Agreement.

25. Governing law and disputes

This Agreement is governed by the laws of the State of Florida, without regard to conflict-of-laws rules. The UN Convention on Contracts for the International Sale of Goods does not apply.

Before starting proceedings, a party will give written notice of the dispute, and senior representatives of both parties will meet (in person or by video) within 30 days to try to resolve it. This does not prevent either party from seeking urgent injunctive relief.

The state courts located in Miami-Dade County, Florida, and the United States District Court for the Southern District of Florida have exclusive jurisdiction over any dispute arising out of or relating to this Agreement, and each party consents to their jurisdiction and venue. Each party waives its right to a jury trial in any such proceeding, to the extent the law allows. The arbitration provisions of the ToS do not apply to disputes between Vora and the Customer under this Agreement.

26. Notices

Notices under this Agreement must be in writing. Notices to Vora go to info@vorafinancial.io, with a copy by mail or courier to Vora Financial LLC, Attn: Legal, 400 Sunny Isles Blvd, Sunny Isles Beach, FL 33160. Notices to the Customer go to the owner and billing contacts on the account, or the notice address in the Order Form.

Notices are effective when delivered by courier or certified mail, or when sent by email if no delivery failure is received. Notices of breach, termination or an indemnifiable claim must also be sent by courier or certified mail. Routine operational notices (for example, maintenance, new sub-processors or product changes) may be given in the Service or by email.

27. Publicity

Neither party will use the other's name or logo in marketing without the other's prior written consent, except that Vora may list the Customer's name as a customer in customer lists if the Customer agrees in the Order Form or by email. Either party may withdraw consent for future use at any time.

28. Assignment

Neither party may assign this Agreement without the other's prior written consent, which will not be unreasonably withheld, except that either party may assign it without consent to an affiliate or to a successor in a merger, acquisition, corporate reorganisation or sale of all or substantially all of its assets or of the business to which this Agreement relates, if the assignee agrees in writing to be bound and is not a direct competitor of the other party. Any other attempted assignment is void. This Agreement binds and benefits the parties' permitted successors and assigns.

29. Force majeure

Neither party is liable for a delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control, including natural disasters, fire, flood, epidemics, war, terrorism, civil unrest, labour disputes (other than of its own workforce), acts of government, failures of the public internet, power, telecommunications or messaging networks, carrier filtering or blocking, and outages of hosting or cloud providers not caused by the affected party. The affected party will notify the other promptly and use reasonable efforts to resume performance. If a force majeure event prevents performance of the Service for more than 30 consecutive days, either party may terminate the affected Order Form on notice, and Vora will refund prepaid Fees for the remaining Subscription Term.

30. Order of precedence

If documents that form part of this Agreement conflict, they control in this order, highest first:

1. the Order Form (for its specific commercial terms);
2. the Dialer Addendum (for calling, texting, telemarketing and consent matters);
3. the DPA (for the processing, security, retention and deletion of Customer Data);
4. this MSA;
5. the AUP; and
6. the ToS (which governs each Authorized User's individual conduct and account).

Why this order: the Order Form is the most specific and negotiated document, so it governs commercial terms such as price, seats and term. The Dialer Addendum and the DPA each allocate a specialised, regulated risk in more detail than this MSA, so they control within their subjects, with the DPA controlling over this MSA for data matters. The ToS is a general document accepted by individuals, so it yields to the agency-level documents. However, an Order Form overrides the Dialer Addendum or the DPA only if it names the specific section it changes, so that a commercial document cannot accidentally weaken a legal compliance commitment.

31. General

• Entire agreement. This Agreement (with the documents it incorporates) is the entire agreement between the parties about its subject and supersedes prior proposals and agreements about it.
• Amendments. Vora may update this MSA and the documents it incorporates by posting a new version and giving the Customer's owners at least 30 days' notice by email and in the Service; the new version applies from the Customer's next renewal, or earlier if an owner accepts it in the Service. Changes required by law or to address security may apply sooner. An Order Form may be amended only in writing signed or accepted by both parties.
• Independent contractors. The parties are independent contractors. Nothing creates a partnership, joint venture, agency or employment relationship, and Vora is not the Customer's insurance agent.
• Severability and waiver. If a provision is unenforceable, it is limited to the minimum extent needed and the rest remains in effect. A failure to enforce is not a waiver.
• No third-party beneficiaries, except the indemnified parties under section 19.
• Export and sanctions. Each party will comply with US export control and sanctions laws in connection with the Service.
• Electronic acceptance and counterparts. This Agreement and Order Forms may be accepted electronically, including by clickwrap, and signed in counterparts. Electronic records of acceptance are evidence of the agreement.
• Headings and summary. Headings and the plain-language summary are for convenience only.

32. Contact

Vora Financial LLC, 400 Sunny Isles Blvd, Sunny Isles Beach, FL 33160. Email: info@vorafinancial.io. Phone: 786-654-1233.

Legal notices: info@vorafinancial.io. Security: info@vorafinancial.io. Support: support@vorafinancial.io.