Terms of Use Agreement

1. Agreement to Terms

By creating an account, accessing, or using the Switchboard platform ("Platform," "Service"), you ("User," "Agent," "you") agree to be bound by these Terms of Use ("Terms"). These Terms constitute a legally binding agreement between you and SPRK, LLC ("Switchboard," "Company," "we," "us," or "our").

If you are accessing Switchboard on behalf of an agency or organization, you represent that you have full authority to bind that entity to these Terms. "You" refers to both you individually and that entity.

Your continued use of the Platform following any update or modification to these Terms constitutes acceptance of the revised Terms. If you do not agree to these Terms in their entirety, you must immediately cease all use of the Platform and close your account.

2. Definitions

• "Platform" means the Switchboard dialing system, including all software, tools, AI features, call management systems, analytics, and associated services.
• "Live Transfer" means a real-time inbound call transferred from a vendor-supplied call center to a User's phone during the User's designated schedule, purchased in bulk packages.
• "Billable Call" means a Live Transfer call that meets one or more of the billable criteria defined in Section 10.2.
• "Non-Billable Call" means a Live Transfer call that satisfies one of the specific rejection criteria in Section 10.3 and is rejected before any billable event occurs.
• "Agency" means a business or organization that has purchased a Switchboard account and added sub-users or agents under that account.
• "Agent" means any individual user of the Platform, whether independent or affiliated with an Agency.
• "Call Data" means all data generated by or associated with calls made through the Platform, including recordings, transcripts, call logs, notes, summaries, and analytics.
• "Lead Data" means contact and demographic information associated with prospects, whether uploaded by the User or supplied through vendor-provided Live Transfers.
• "Buffer Period" means the time threshold — currently 180 seconds, subject to change with notice — after which a Live Transfer call is automatically billable regardless of outcome.

3. Eligibility and Account Registration

3.1 General Eligibility

You must be at least 18 years of age and legally authorized to conduct business in the United States to use the Platform. By creating an account, you represent and warrant that you meet these requirements.

3.2 Insurance Licensing

If you use the Platform to sell, market, discuss, or quote any insurance product — including but not limited to Final Expense, Life Insurance, Health Insurance, Medicare Advantage, Medicare Supplement, Medicare Part D, or ACA Marketplace plans — you represent and warrant that:

• You hold all required state insurance licenses for each state in which you operate and those licenses are currently active;
• Your licenses are in good standing with the applicable state insurance department(s);
• You are in compliance with all applicable state insurance regulations;
• You hold any additional certifications required by federal regulation, including CMS annual certification for Medicare Advantage and Part D plans and ACA Marketplace certification for exchange plans;
• Any agency you represent has authorized you to conduct business on its behalf.

Switchboard does not verify your licensure status and bears no responsibility for your compliance with licensing or certification requirements. Misrepresentation of your licensing status is grounds for immediate account termination.

3.3 Agency Accounts

Agencies that purchase Switchboard accounts and add sub-users are responsible for:

• Ensuring all users added to their account have read, understood, and are bound by these Terms;
• Verifying that all sub-users hold appropriate licenses and certifications for the products they sell;
• The conduct of all sub-users operating within their account.

Agency administrators accept these Terms on behalf of their organization. Acceptance constitutes a binding obligation on the Agency and all users operating under its account.

3.4 Account Security

You are solely responsible for the security and confidentiality of your account credentials. Credentials may not be shared with any unauthorized individual. You must notify Switchboard immediately upon discovery of any unauthorized access to or use of your account.

4. User Responsibilities and Legal Compliance

You bear sole and exclusive responsibility for your compliance with all applicable federal, state, and local laws governing your use of the Platform. Switchboard is a technology tool and does not provide legal advice, compliance guidance, regulatory oversight, or any representation that your use of the Platform will result in lawful conduct.

4.1 TCPA Compliance

The Telephone Consumer Protection Act (TCPA), 47 U.S.C. § 227, and FCC regulations impose strict requirements on outbound calls and the use of automated telephone dialing technology. You are solely responsible for:

• Obtaining and maintaining documented prior express written consent for every contact you reach through the Platform where such consent is legally required;
• Scrubbing all dialing lists against the National Do-Not-Call Registry prior to each calling campaign;
• Maintaining a company-specific Do-Not-Call list and honoring opt-out and revocation requests promptly;
• Complying with all applicable calling-hour restrictions — generally 8:00 AM to 9:00 PM in the called party's local time zone under federal law; some states impose stricter windows;
• Understanding and complying with all state-specific TCPA analogs and call restriction laws;
• Ensuring your use of the Platform — including any auto-dialer functionality when made available — does not constitute unlawful use of an automated telephone dialing system (ATDS) without proper consent.

TCPA violations may expose you to statutory damages of $500–$1,500 per call. Switchboard bears no liability of any kind for TCPA violations arising from your use of the Platform.

4.2 Do-Not-Call Compliance

You are responsible for:

• Registering with the FTC's National Do-Not-Call Registry and scrubbing your lists against it no less than every 31 days;
• Honoring all applicable state-specific Do-Not-Call registries;
• Maintaining and processing additions to your internal Do-Not-Call list within the timeframe required by applicable law;
• Ensuring that any person making calls on your behalf is trained on and compliant with DNC obligations.

4.3 Call Recording Laws

Call recording laws vary significantly by state. Some states require only one-party consent; others require all parties to consent before recording may begin. You are solely responsible for ensuring your call recording practices comply with the laws of every state in which you place calls, including all-party and two-party consent states such as California, Illinois, Florida, Maryland, Pennsylvania, Michigan, Montana, Nevada, New Hampshire, Oregon, and Washington.

See Section 6 for call recording procedures and compliance guidance.

4.4 Insurance Regulatory Compliance

If you use the Platform to market or sell insurance products, you are solely responsible for compliance with:

• All state insurance department regulations applicable to the products you sell and the states in which you operate;
• CMS Medicare Communications and Marketing Guidelines (MCMG) for any Medicare Advantage, Medicare Supplement, or Part D activity;
• CMS Marketplace regulations for any ACA plan activity;
• All federal and state regulations governing health, life, and annuity products;
• Suitability and replacement regulations applicable in each state;
• Scope of appointment requirements where applicable.

Switchboard is a technology platform only. It is not a licensed insurance carrier, marketing organization, field marketing organization (FMO), third-party marketing organization (TPMO), or CMS-approved entity. Nothing in the Platform constitutes regulatory approval, compliance certification, or authorization to sell any insurance product.

4.5 Consent Acknowledgment

At account activation and upon first access to the dialer, you will be presented with an on-screen acknowledgment requiring your confirmation that:

• You have obtained or will obtain all legally required consent before placing each outbound call;
• You understand and accept full legal responsibility for every call made through the Platform;
• You will not use the Platform to contact any individual who has revoked consent, is on a DNC list, or is otherwise protected from contact.

This acknowledgment is a material condition of your right to use the Platform. Placing calls without legally required consent is a violation of these Terms and grounds for immediate account termination.

5. Acceptable Use Policy

You may not use the Platform to:

• Contact any individual without documented, legally required consent;
• Misrepresent your identity, credentials, employer, licensing status, or the products you are offering;
• Place calls in violation of applicable calling-hour restrictions;
• Threaten, harass, demean, or use abusive language toward any prospect, customer, or third party;
• Conduct any activity other than legitimate, licensed business operations;
• Attempt to reverse engineer, circumvent, manipulate, or interfere with any Platform functionality or security measure;
• Share, resell, sublicense, or provide Platform access to any individual not authorized under your account;
• Upload or store personal data that has not been lawfully obtained or for which you do not have the right to use for outbound calling;
• Violate any applicable federal, state, or local law or regulation.

Violation of this policy may result in immediate suspension or termination of your account without refund of any prepaid subscription fees or Live Transfer package balances.

6. Call Recording

6.1 Default Recording

All calls placed or received through the Platform are recorded by default. A disclosure announcement — "This call is being recorded" — plays automatically upon connection of any call. This feature cannot be disabled by the User.

6.2 Compliance Obligations

You are solely responsible for ensuring that call recording through the Platform complies with applicable law in every state where your calls originate or terminate.

The disclosure announcement played by the Platform upon connection, combined with the called party's continued participation in the call, is generally treated as implied consent in many jurisdictions. It does not eliminate legal risk in all two-party and all-party consent states and does not satisfy all state-specific recording notice requirements. You should consult legal counsel regarding your specific recording obligations in each state where you operate.

6.3 Recommended Recording System Update — Action Required

Note to Switchboard: The following is the recommended system update to reduce legal exposure in two-party consent jurisdictions. Implement as described and update this section upon completion.

• The recording disclosure must play at the very beginning of the call, before any agent speaks and before any substantive conversation begins — not simply at the moment of connection;
• The system must include a mechanism for an agent to pause or stop recording if a called party expressly objects to being recorded, with a log entry created when this occurs;
• For Medicare calls specifically, the CMS MCMG requires verbal recording consent obtained before any Medicare marketing discussion begins. The system should support a workflow where agents document verbal consent at the start of Medicare calls — a disclosure announcement alone does not satisfy this requirement;
• Consider state-specific disclosure workflows for highest-risk states including California, Illinois, and Florida.

6.4 Medicare Recording Consent

CMS MCMG imposes specific recording consent requirements for Medicare marketing calls that go beyond the Platform's default disclosure. For any Medicare marketing call, you must:

• Disclose that the call is being recorded at the outset of the call, before any Medicare plan, benefit, or product discussion begins;
• Obtain the beneficiary's verbal consent to be recorded;
• If the beneficiary objects to recording, cease recording immediately and document that action.

The Platform's automatic disclosure announcement alone does not constitute full compliance with CMS MCMG recording consent requirements. You are responsible for compliance.

6.5 Recording Storage and Access

Call recordings are retained indefinitely, including after account closure. Recordings are accessible within your account and may be downloaded at any time during your active subscription. Upon account closure:

• Call recordings and associated analytics remain stored in Switchboard's systems and are no longer accessible to you. You are responsible for downloading any recordings you wish to retain before closing your account.
• Uploaded contact data and lead information not associated with a recorded call is deleted upon account closure.
• Data associated with recorded calls — logs, transcripts, summaries, scores — is retained as part of the call record.

6.6 Recording Use by Switchboard

Call recordings may be processed by Switchboard for AI transcription, call scoring, quality review, and platform improvement as described in the Privacy Policy.

7. AI Features

The Platform includes AI-powered functionality including call transcription, call summaries, and call scoring. By using the Platform, you acknowledge and agree that:

• Call audio is processed by AI systems to generate transcripts, summaries, and scores;
• AI-generated outputs are analytical tools only and do not constitute legal advice, regulatory guidance, or definitive assessments of call quality, suitability, or legal compliance;
• You are responsible for reviewing AI-generated outputs for accuracy — AI transcription is not verbatim and should not be treated as a legal record;
• AI processing of voice data may be subject to state laws governing biometric or voice data, including the Illinois Biometric Information Privacy Act (BIPA) and similar statutes. You are solely responsible for compliance with any such laws;
• Switchboard does not guarantee the accuracy, completeness, or fitness for any purpose of AI-generated content.

8. Data and Privacy

Your use of the Platform is governed by the Switchboard Privacy Policy, incorporated into these Terms by reference.

• Switchboard collects and processes Call Data, Lead Data, recordings, account information, payment information, and analytics as described in the Privacy Policy;
• Data you upload to the Platform remains your data. Switchboard accesses it solely for the purpose of providing the Service;
• Vendor-supplied Live Transfer lead data is owned and managed by the respective vendor. Switchboard's access is limited to what is necessary to facilitate the call transfer;
• You are solely responsible for ensuring that all data you upload to the Platform has been lawfully obtained, that you have the legal right to use it for outbound calling, and that your data practices comply with all applicable privacy laws.

9. Payment Terms

9.1 Subscription Fees

Platform access is billed on a subscription basis at the rate in effect at the time of purchase. Subscriptions renew automatically unless canceled prior to the renewal date. Subscription fees are non-refundable.

9.2 Live Transfer Packages

Live Transfer calls are purchased in bulk packages. All Live Transfer package purchases are final. No refunds are issued for any reason, including unused, partially used, or expired transfers. Switchboard incurs costs for data acquisition, call center operations, and infrastructure at the time of purchase regardless of usage.

9.3 Transfer Expiration

Unused Live Transfer calls expire 30 days from the date of purchase. Expired transfers are forfeited and will not be carried over, credited, refunded, or applied to future purchases.

9.4 Payment Processing

All payments are processed through Stripe. By providing payment information, you authorize Switchboard to charge your payment method for all applicable fees. You represent that you are the authorized user of the payment method provided and that all billing information is accurate.

9.5 Subscription Cancellation

Upon cancellation, your account remains active through the end of the current paid subscription period. No prorated refunds are issued for unused subscription time. Upon account closure, the following applies:

• Call recordings and call analytics are retained indefinitely in Switchboard's systems and are no longer accessible to you once your account is closed;
• Uploaded contact data and lead information not associated with a recorded call is deleted upon account closure;
• Data associated with recorded calls — logs, transcripts, summaries, scores — is retained as part of the call record.

9.6 Failed Payments

If a payment fails, Switchboard may suspend your account until the outstanding balance is resolved. You remain responsible for all fees and charges incurred prior to suspension.

10. Live Transfer Terms

10.1 General Live Transfer Terms

Live Transfers are vendor-supplied inbound calls routed to your phone during your designated schedule. Purchasing a Live Transfer package constitutes acceptance of all terms in this Section 10.

Lead Quality. Live Transfer leads are sourced by third-party vendor partners. Switchboard does not own, control, generate, or guarantee the quality, accuracy, eligibility, or suitability of any vendor-supplied lead. You acknowledge and accept that lead quality will vary. No warranty of any kind — express or implied — is made regarding lead quality, conversion rate, or outcome. This is an inherent characteristic of live transfer operations involving human-sourced leads, and you accept this risk at the time of purchase.

Your Responsibility. You are solely responsible for all statements made, representations given, products discussed, regulatory obligations triggered, and legal compliance required from the moment a call is transferred to you. The vendor's compliance with its own data sourcing, consent, and calling practices is the vendor's responsibility. Your compliance with all applicable laws from the moment you receive the transfer is your responsibility.

Schedule. Live Transfers are routed during your designated schedule only. You are responsible for keeping your schedule accurate and up to date. Missed calls routed during your active schedule may be counted as billable at Switchboard's discretion.

10.2 Billable Call Definitions

A Live Transfer call is billable if any one of the following conditions is met:

• Buffer Period Reached: The call remains connected for the duration of the Buffer Period — currently 180 seconds. Once the buffer elapses, the call is automatically billable in full regardless of whether a rejection criterion is later identified.
• Quote or Price Discussion: Any discussion, mention, or disclosure of a premium, rate, price, cost, or fee associated with any product or service.
• Scheduling or Callback: Any agreement — explicit or implied — to schedule a follow-up call, send materials, or contact the prospect at a later time.
• Call Dropped Without Valid Reason: Any call disconnected by the agent without satisfying one of the valid rejection criteria in Section 10.3. All calls dropped without a valid reason are automatically billable.

The Buffer Period is the primary automatic billable trigger. Agents must make a qualification determination within the Buffer Period. A rejection criterion identified after the buffer has elapsed does not retroactively render the call non-billable.

10.3 Non-Billable Call Criteria

A Live Transfer call is not billable only if all of the following are true:

• The call is terminated before any billable event — the buffer period has not elapsed, no price has been discussed, no callback has been scheduled; and
• One of the following conditions is clearly established by the prospect during the call:
• Prospect Declines Interest: The prospect clearly and unambiguously states they are not interested in purchasing any product being offered.
• Unacceptable Payment Method: The prospect does not have a qualifying bank account and does not possess an accepted payment method. Chime and Cash App are not accepted payment methods for products requiring a traditional bank account. This criterion applies only where a qualifying bank account is a product eligibility requirement.
• Medical Disqualification: The prospect has health conditions that render them ineligible for the specific product(s) being offered, and no guaranteed issue, simplified issue, or alternative product is available within your portfolio to offer them.

A rejection attempted after any billable event has occurred does not make the call non-billable. The burden is on the agent to qualify prospects promptly and within the Buffer Period.

10.4 No-Drop Policy

Hanging up or disconnecting a Live Transfer call without a valid reason is prohibited and will result in the call being marked billable.

Valid reasons for ending a call are limited to:

• One of the three Non-Billable criteria in Section 10.3 is clearly established before any billable event;
• The prospect independently ends the call;
• A documented technical failure outside the agent's control, reported to Switchboard immediately after the call.

Any agent who terminates a call without a valid reason will be charged for that call. Repeated violations of the No-Drop Policy may result in suspension of Live Transfer privileges, account suspension, or permanent account termination at Switchboard's sole discretion.

10.5 Live Transfer Dispute Process

Billing disputes for individual Live Transfer calls must be submitted within [X business days] of the call date. Disputes submitted outside this window will not be reviewed.

To submit a dispute, you must provide:

• The date, time, and duration of the call in question;
• A specific, documented reason for the dispute directly tied to the criteria in Section 10.3;
• Reference to the call recording if applicable.

Switchboard's determination on all billing disputes is final. Disputes based solely on general lead quality dissatisfaction, overall conversion rates, or vendor-side conduct will not be reviewed as individual call billing disputes.

10.6 ACA Live Transfers

ACA Live Transfers involve the transfer of individuals seeking information about Affordable Care Act Marketplace health insurance plans.

Compliance requirements — you must:

• Hold a valid, current health insurance license in the state where the prospect resides;
• Hold a current ACA Marketplace certification as a certified agent or broker through HealthCare.gov or the applicable state-based exchange for each state in which you operate;
• Comply with all CMS Marketplace marketing guidelines and applicable consent-to-contact requirements;
• Verify that the prospect is in a qualifying enrollment period — Open Enrollment or a valid Special Enrollment Period — before discussing, quoting, or initiating enrollment in any plan;
• Not enroll or assist with enrollment in any ACA plan for which you are not properly certified.

Switchboard does not verify your CMS Marketplace certification status. You represent and warrant that you are certified and authorized for each ACA transfer you accept.

ACA-specific Non-Billable grounds (in addition to Section 10.3):

• The prospect is currently enrolled in a plan and clearly states they do not wish to make any changes, with no active Open Enrollment Period or qualifying SEP event applying; or
• The prospect is not in any qualifying enrollment period and no valid SEP event applies, making enrollment impossible.

Note: Discussing available plan options with a prospect — even if they ultimately do not enroll — may constitute a billable event depending on the content of the conversation.

10.7 Final Expense (FEX) Live Transfers

FEX Live Transfers involve the transfer of individuals seeking information about final expense life insurance, typically simplified issue or modified benefit whole life policies.

Compliance requirements — you must:

• Hold a valid, current life insurance license in the state where the prospect resides;
• Comply with all state replacement regulations if the prospect has an existing life insurance policy — replacement forms must be completed where required;
• Apply appropriate suitability standards — Final Expense products are most commonly sold to seniors; suitability must be assessed and documented;
• Not make false, misleading, or exaggerated representations about product benefits, premium stability, or coverage terms.

FEX-specific Non-Billable grounds (in addition to Section 10.3):

• The prospect's health conditions render them ineligible for all products in your specific portfolio and no guaranteed issue or graded benefit option exists within your offered products; or
• The prospect falls outside the minimum or maximum issue age for all products you are currently authorized to offer.

You are strongly advised to document your suitability determination and the basis for any rejection on FEX calls. State insurance departments may require suitability records.

10.8 Medicare Live Transfers

Medicare Live Transfers involve the transfer of Medicare beneficiaries seeking information about Medicare Advantage (Part C), Medicare Supplement (Medigap), or Medicare Part D prescription drug plans.

Medicare sales activity is subject to the most stringent regulatory requirements of any product category on the Platform. Violations of CMS Medicare Communications and Marketing Guidelines (MCMG) can result in plan contract terminations, producer terminations, civil monetary penalties, exclusion from Medicare, and CMS sanctions.

Compliance requirements — you must:

• Hold a valid, current health insurance license in the state where the beneficiary resides;
• Hold a current annual certification from each Medicare Advantage plan and/or Part D sponsor whose products you intend to sell;
• Comply with all CMS MCMG requirements, including:
• Scope of Appointment (SOA): An SOA documenting the product types to be discussed must generally be obtained and documented prior to any Medicare Advantage or Part D marketing discussion. You are responsible for understanding the SOA requirements applicable to each call type, documenting the SOA appropriately, and retaining records as required by CMS;
• Recording Consent: Recording disclosure must be made at the outset of any Medicare marketing call — before any product discussion begins — and the beneficiary's verbal consent to be recorded must be obtained. If the beneficiary does not consent, you must not record the call (see Section 6.4);
• TPMO Disclosure: If you or your organization qualifies as a Third Party Marketing Organization (TPMO) under CMS definitions, you must provide the required TPMO disclaimer at the beginning of every call;
• Prohibited Topics and Settings: Non-healthcare-related products may not be marketed in connection with a Medicare sales call. Medicare marketing in healthcare settings is prohibited;
• Anti-Pressure Rules: High-pressure, misleading, or coercive sales tactics are prohibited. Beneficiaries must not be misled about plan benefits, costs, provider networks, or coverage.

Switchboard is not a TPMO, FMO, or CMS-recognized entity of any kind. Switchboard does not certify, monitor, or oversee your Medicare sales activities. You bear sole responsibility for compliance with all CMS MCMG requirements and all other Medicare regulations.

Medicare-specific Non-Billable grounds (in addition to Section 10.3):

• The beneficiary is currently enrolled with the same plan carrier you represent, does not wish to make any plan changes, and you have no alternative plan or product type to offer; or
• The beneficiary resides outside the service area of all plans you are authorized to sell.

Important — Buffer Period and SOA: The Buffer Period runs from the moment a Medicare call connects. The SOA collection process does not pause the buffer. Plan your workflow so SOA documentation can be completed efficiently at the start of each call. If the Buffer Period elapses while the SOA is being obtained, the call is billable.

11. Intellectual Property

All software, content, technology, UI elements, trademarks, trade names, and materials comprising or associated with the Platform are owned by Switchboard or its licensors and are protected by applicable intellectual property laws.

You are granted a limited, non-exclusive, non-transferable, revocable license to access and use the Platform solely for your lawful business purposes during the term of your active subscription. No other rights are granted.

You may not copy, modify, distribute, sell, sublicense, reverse engineer, decompile, or create derivative works from any component of the Platform.

Call Data and Lead Data generated through your use of the Platform remain accessible to you through your account during your subscription. Switchboard retains the right to use aggregated, anonymized, de-identified data for platform improvement and analytics.

12. Disclaimer of Warranties

THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SWITCHBOARD EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING:

• WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT
• ANY WARRANTY THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE FROM HARMFUL COMPONENTS
• ANY WARRANTY REGARDING THE ACCURACY, COMPLETENESS, OR RELIABILITY OF AI-GENERATED TRANSCRIPTS, CALL SUMMARIES, OR CALL SCORES
• ANY WARRANTY REGARDING THE QUALITY, ACCURACY, ELIGIBILITY, OR SUITABILITY OF VENDOR-SUPPLIED LIVE TRANSFER LEADS
• ANY WARRANTY THAT YOUR USE OF THE PLATFORM WILL CONSTITUTE LEGALLY COMPLIANT CONDUCT UNDER ANY APPLICABLE LAW OR REGULATION

13. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SWITCHBOARD'S TOTAL CUMULATIVE LIABILITY TO YOU FOR ANY CLAIMS ARISING FROM OR RELATED TO THESE TERMS OR YOUR USE OF THE PLATFORM SHALL NOT EXCEED THE TOTAL FEES YOU ACTUALLY PAID TO SWITCHBOARD IN THE THREE (3) CALENDAR MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

SWITCHBOARD SHALL NOT BE LIABLE — UNDER ANY LEGAL THEORY, INCLUDING CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR STATUTE — FOR ANY:

• LOST PROFITS OR REVENUE
• LOST DATA OR BUSINESS INFORMATION
• LOSS OF GOODWILL OR BUSINESS REPUTATION
• BUSINESS INTERRUPTION
• COST OF SUBSTITUTE GOODS OR SERVICES
• DAMAGES ARISING FROM TCPA VIOLATIONS, REGULATORY ACTIONS, OR THIRD-PARTY CLAIMS RELATED TO CALLS MADE THROUGH THE PLATFORM

THESE LIMITATIONS APPLY REGARDLESS OF WHETHER SWITCHBOARD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE FAILURE OF ANY ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

14. Indemnification

You agree to indemnify, defend, and hold harmless Switchboard, its officers, directors, employees, agents, contractors, and licensors from and against any and all claims, liabilities, damages, judgments, losses, costs, and expenses — including reasonable attorneys' fees — arising from or related to:

• Your use of the Platform, including all calls made through the Platform;
• Your violation of these Terms;
• Your violation of any applicable law or regulation, including the TCPA, DNC regulations, state call recording laws, CMS MCMG, state insurance regulations, HIPAA, or any privacy law;
• Any third-party claims arising from calls you placed or received through the Platform;
• Any content, data, representations, or communications you transmitted through or made in connection with the Platform;
• Your misrepresentation of your licensing, certification, or consent documentation status;
• Any Agency's failure to ensure its sub-users comply with these Terms;
• Your use of AI-generated content without appropriate human review.

15. Modifications to Terms

Switchboard reserves the right to modify these Terms at any time. Material changes will be communicated via email notification to your account email address and/or in-Platform notification. Your continued use of the Platform following the effective date of any modification constitutes acceptance of the revised Terms. If you do not agree to a modification, you must stop using the Platform and close your account on or before the effective date.

16. Governing Law and Dispute Resolution

These Terms are governed by and construed in accordance with the laws of the State of [STATE], without regard to its conflict of law provisions.

Arbitration. Any dispute, claim, or controversy arising from or relating to these Terms or your use of the Platform shall be resolved by binding individual arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules, conducted in Las Vegas, Nevada. The arbitrator's decision is final and binding and may be entered as a judgment in any court of competent jurisdiction.

Class Action Waiver. You expressly waive any right to bring or participate in any class action lawsuit, class-wide arbitration, or any other representative proceeding. All claims must be brought in your individual capacity only.

Exceptions. Nothing in this Section prevents either party from seeking emergency injunctive or other equitable relief in a court of competent jurisdiction to prevent irreparable harm pending arbitration.

17. Miscellaneous

• Severability: If any provision of these Terms is found to be unenforceable, the remaining provisions continue in full force and effect.
• Waiver: Failure to enforce any provision of these Terms does not constitute a waiver of the right to enforce it in the future.
• Entire Agreement: These Terms, together with the Privacy Policy and any other incorporated agreements, constitute the entire agreement between you and Switchboard regarding the Platform and supersede all prior agreements on this subject.
• Assignment: You may not assign or transfer your rights or obligations under these Terms without Switchboard's prior written consent. Switchboard may assign these Terms without restriction.

18. Contact Information

For questions or notices regarding these Terms:

SPRK, LLC 32703 19th Pl S, Apt R101 Federal Way, WA 98003 admin@sprktechnologies.com +1 866-826-4830