These Terms of Service (“Terms,” “Agreement”) govern your access to and use of the Consently LLC platform and related services (“Consently,” “we,” “our,” or “us”). By creating an account, accessing, or using the Services, you agree to be bound by this Agreement. If you do not agree, you must not use the Services.

1. DEFINITIONS

For purposes of this Agreement:

1.1 “Account”

Your registered profile and authenticated access credentials created to use the Services.

1.2 “Agent”

A licensed U.S. life insurance producer who uses the Services to intake, store, process, or distribute Client Information.

1.3 “Applicable Law”

All relevant U.S. federal and state laws, including but not limited to:

• insurance regulations,
• privacy laws,
• the California Consumer Privacy Act (“CCPA”) as amended by the California Privacy Rights Act (“CPRA”),
• requirements of state Departments of Insurance,
• federal privacy regulations, including HIPAA where applicable.

1.4 “Client”

An individual whose personal information is entered into the Services by an Agent.

1.5 “Client Information”

Any data, content, materials, documentation, personal information, or sensitive personal information submitted into the platform by Users, including life-insurance-related information, identification data, financial data, or other regulated information.

1.6 “Services”

The Consently web-based platform, including all tools, portals, software, intake forms, consent-capture features, document storage, and related functionality provided through https://consently.org.

1.7 “Subscription Plan”

A monthly recurring subscription granting access to the Services, subject to the pricing and conditions in this Agreement.

1.8 “Third-Party Service Providers”

External service providers supporting core platform functions, including:

• Identity verification: Stripe Identity
• Payment processing: Stripe Payments
• Communications & SMS delivery: Twilio
• Email delivery: SendGrid
• Cloud hosting & infrastructure: Amazon Web Services (AWS)
• Analytics & tracking: Google Analytics

These entity references will not repeat in the remainder of the document, but their names may be used.

1.9 “User” / “You”

Any individual or entity accessing or using the Services, including Agents or Clients.

2. ELIGIBILITY & GEOGRAPHIC LIMITATIONS

2.1 Age & Contract Capacity

You must be at least 18 years old and legally capable of entering binding contracts.

2.2 U.S.-Only Availability

The Services are available only within the United States, except:

• New York (prohibited)
• U.S. territories (prohibited)
• Canada (prohibited)
• Mexico (prohibited)
• All international locations (prohibited)

Attempts to bypass geographic restrictions may result in immediate account termination without refund.

2.3 Licensing Requirements for Agents

Agents must maintain:

• An active U.S. life insurance license
• Good standing status with their state Department of Insurance
• Compliance with CE requirements

If licensing is or becomes invalid, fraudulent, suspended, revoked, or unverifiable, Consently may terminate the Account immediately without refund.

3. ACCOUNT REGISTRATION & VERIFICATION

3.1 Registration Obligations

You must provide accurate and complete registration information, including:

• name
• contact information
• licensing information (if applicable)
• other information requested by Consently

3.2 Identity Verification

Consently uses Stripe Identity to verify Agent identity. By registering, you consent to identity verification, which may include:

• government ID submission
• biometric verification
• fraud assessments

Consently does not store raw biometric data; Stripe manages verification independently.

3.3 Licensing Verification (One-Time)

Consently verifies NPN and state licensing records during onboarding to protect Clients and ensure regulatory compliance.

Agents remain solely responsible for maintaining licensing compliance after account creation.

4. USER RESPONSIBILITIES

You agree to:

• Maintain accurate account information.
• Use the Services consistent with Applicable Law.
• Obtain lawful consent before entering any Client Information.
• Maintain secure, confidential control of login credentials.
• Immediately notify Consently of unauthorized access.
• Not misrepresent licensing, identity, or qualifications.
• Not upload data unrelated to life insurance.
• Not enter medical insurance information (strictly prohibited).

You are responsible for all activity conducted under your Account.

5. RESTRICTIONS ON USE

You may not, directly or indirectly:

• use the Services from restricted geographic locations
• attempt to bypass identity verification
• reverse engineer, copy, or modify the platform
• introduce malware or malicious code
• mine, scrape, harvest, or copy platform data
• falsely represent your authority to submit Client Information
• use the Services for medical underwriting or health insurance
• interfere with platform integrity or security

Violations may result in immediate termination.

6. THIRD-PARTY SERVICE PROVIDERS

Consently integrates with external service providers to operate the platform.

By using the Services, you acknowledge:

• These providers operate independently from Consently.
• Outages, delays, or disruptions caused by them are not attributable to Consently.
• Your use of the Services constitutes acceptance of their respective privacy policies and terms.

Consently does not control or assume liability for Third-Party Service Providers’ actions, data handling, or failures.

7. SUBSCRIPTION TERMS, BILLING & PAYMENTS

7.1 Subscription Requirement

Access to the Services requires a monthly Subscription Plan.

7.2 Automatic Renewal

All Subscription Plans renew automatically on a monthly basis unless cancelled before the renewal date.

7.3 Billing Authorization

You authorize Consently to charge your designated payment method each month.

7.4 Payment Processor

Billing is processed exclusively by Stripe. Consently does not store credit card numbers.

7.5 Non-Refundable Fees

All payments are non-refundable, including:

• partial periods
• unused Services
• terminations for licensing or compliance violations
• voluntary cancellations
• service interruptions

7.6 Pricing Adjustments

Consently may modify pricing. We will provide 15–30 days’ email notice before changes take effect.

7.7 Promotional Codes

Unless stated otherwise:

• promotional codes apply only to the initial subscription term
• renewal terms revert to standard pricing
• codes cannot be reused if your account terminates or lapses
• codes cannot be transferred or redeemed for cash
• codes are subject to additional terms disclosed at issuance

7.8 Failed Payments

If a payment fails, Consently may:

• retry charges
• suspend account access
• terminate your Subscription Plan
• pursue account reactivation only after successful payment

8. PROFESSIONAL SERVICES & SUPPORT

Consently may provide onboarding assistance, account support, troubleshooting, non-technical guidance, and feature explanations.

Support services are provided “as available” and without guarantee of availability or response time.

9. SERVICE LEVELS & AVAILABILITY

Consently will use reasonable efforts to maintain general platform availability but does not guarantee uninterrupted uptime, error-free operation, absence of delays or failures, immunity from security incidents, or compatibility with all devices or networks.

Consently is not liable for outages due to:

• maintenance
• updates or system upgrades
• Third-Party Service Provider failures
• internet or network issues
• force majeure events

10. SECURITY, PRIVACY & COMPLIANCE

10.1 Security Safeguards

Consently implements:

• encryption at rest and in transit
• AWS security infrastructure
• access controls
• audit logging
• role-based access
• periodic vulnerability reviews

10.2 HIPAA-Aligned Security (Not a Covered Entity)

Consently is not a HIPAA-covered entity unless a separate Business Associate Agreement (“BAA”) is executed.

Without a BAA, Consently does not assume HIPAA-required obligations, though the platform uses HIPAA-aligned security practices.

10.3 Data Processing (Mini-DPA)

Consently acts as a “service provider” under state privacy law and a “processor” of Client Information.

Consently will:

• process data only to provide the Services;
• not “sell” or “share” personal information;
• comply with CPRA obligations;
• ensure subprocessors maintain adequate safeguards;
• delete or return Client Information upon request unless retention is required by law.

10.4 Data Retention

Consently retains personal data for 10 years, unless:

• deletion is requested
• a longer period is required by law
• deletion is technically impractical (in which case data is secured & isolated)

10.5 Monitoring & Audit Disclaimer

Consently may monitor system usage for security, compliance, and operational purposes.

Consently does not grant Users audit rights unless expressly agreed in writing.

11. CONFIDENTIALITY

You must maintain confidentiality of:

• login credentials
• Client Information
• proprietary business information
• non-public materials
• security-related details

Confidentiality obligations survive termination.

12. INTELLECTUAL PROPERTY

Consently owns all rights to:

• software
• code
• platform architecture
• trademarks
• service marks
• documentation
• workflows
• user interface
• analytic tools

You receive a limited, non-transferable, revocable license to use the Services.

13. FEEDBACK LICENSE

If you submit feedback, suggestions, ideas, or recommendations, you grant Consently a perpetual, royalty-free, worldwide license to use such feedback for any purpose without obligation or compensation.

14. NON-DISPARAGEMENT

Users agree not to:

• publicly defame, disparage, or devalue Consently,
• make false or misleading public statements regarding the Services,
• encourage others to do so.

Consently extends the same obligation toward Users.

15. NO PROFESSIONAL ADVICE

Consently does not provide:

• legal advice
• tax advice
• financial planning advice
• actuarial guidance
• underwriting recommendations

Agents remain fully responsible for compliance with insurance laws.

16. FORCE MAJEURE

Consently is not liable for delays or failures due to events beyond reasonable control, including:

• natural disasters
• labor disputes
• internet failures
• cyberattacks
• pandemics
• governmental actions
• utility failures
• third-party outages

17. TERMINATION

17.1 Termination by User

You may cancel your subscription at any time.

17.2 Termination by Consently

Consently may suspend or terminate your Account:

• for any breach of these Terms
• for fraudulent or inaccurate licensing
• for non-payment
• for prohibited geographic access
• for security threats
• for platform misuse

17.3 Effect of Termination

Upon termination:

• your license to use the Services ends immediately
• access to the platform is revoked
• no refunds will be issued
• Consently may retain data as allowed or required by law
• Consently may permanently delete data after the retention period

18. LIMITATION OF LIABILITY

To the maximum extent permitted by law:

• Consently is not liable for indirect, incidental, special, punitive, or consequential damages.
• Consently’s total aggregate liability shall not exceed the subscription fees paid in the 12 months preceding the claim.
• Consently is not liable for Third-Party Service Provider failures.
• Consently is not liable for data loss not caused by Consently’s negligence.
• Consently is not liable for unauthorized access due to User error.
• Consently is not liable for service interruptions.
• Consently is not liable for inaccurate Client Information.
• Consently is not liable for regulatory compliance failures by Agents.

These limitations apply regardless of legal theory.

19. INDEMNIFICATION

You agree to indemnify and hold harmless Consently from:

• third-party claims
• regulatory actions
• damages
• liabilities
• attorney’s fees
• losses arising from:

• your use of the Services
• your breach of the Terms
• your licensing non-compliance
• Client disputes
• data submitted through your Account

Indemnification obligations survive termination.

20. GOVERNING LAW

This Agreement is governed exclusively by the laws of the State of Michigan, without regard to conflict-of-laws principles.

21. BINDING ARBITRATION

21.1 Arbitration Requirement

All disputes shall be resolved through binding arbitration in Oakland County, Michigan, administered by the American Arbitration Association (“AAA”).

21.2 Confidentiality

Arbitration proceedings are confidential.

21.3 Class Action Waiver

You waive the right to participate in any class or collective action against Consently.

21.4 Jury Trial Waiver

You waive the right to a trial by jury.

21.5 Injunctive Relief

Consently may seek injunctive or equitable relief in court to protect its intellectual property or platform integrity.

22. EXPORT COMPLIANCE

You must not use the Services in violation of U.S. export laws, embargo restrictions, or sanctioned country regulations.

23. GOVERNMENT USE RIGHTS

If the Services are accessed by a U.S. governmental entity, they are provided as “commercial items” under applicable federal law.

24. NOTICES

Notices will be delivered via:

• email to the address associated with your Account
• postings on your dashboard
• postings on the website

Formal legal notices must be sent to:

Consently LLC
30500 Van Dyke Ave, Suite 800
Warren, MI 48093
support@consently.org

25. MISCELLANEOUS

25.1 Severability

If any provision is unenforceable, remaining provisions remain valid.

25.2 Waiver

Failure to enforce any provision does not waive that right.

25.3 Assignment

You may not assign your rights.

Consently may assign this Agreement to an affiliate or successor.

25.4 Survival

Sections relating to confidentiality, IP, indemnification, limitation of liability, and arbitration survive termination.

25.5 Entire Agreement

This Agreement supersedes all prior agreements and understandings.