Pay-Per-Show Terms of Service

The Provider provides the lead-generation and appointment-setting Services described in Section 3 to connect Client — a licensed annuity/retirement producer — with prospective annuity clients. The Provider's team, including its setters, schedules and confirms qualified appointments on Client's calendar. The engagement commences on the date this Agreement is executed by Client (the "Execution Date") and continues on a per-appointment basis; there is no fixed campaign term. Delivery of the Services is governed exclusively by Section 3, and Client is billed per Showed Appointment as defined in Section 2.1.

• Price: $1,000 per Showed Appointment, as defined in Section 2.1.
• Prepaid Packages: Client purchases Showed Appointments in prepaid packages — a whole number of appointments at $1,000 each, subject to the minimum package size shown at the time of purchase. The initial package is due upon execution of this Agreement; further packages may be purchased at any time through the Client portal.
• Ongoing Fees: Once the prepaid Showed Appointments have been delivered, Client pays $1,000 for each additional Showed Appointment delivered under this Agreement — charged as delivered or covered by a further prepaid package.

Payment Method: Client agrees to adhere to the per-appointment payment terms and understands that failure to make timely payment may result in suspension or termination of Services.

Payment Schedule: Each prepaid package is paid in full at the time of purchase and is earned as each Showed Appointment it covers is delivered pursuant to Section 2.1. After the prepaid Showed Appointments have been delivered, a fee of $1,000 becomes due for each additional Showed Appointment. Client authorizes Provider to automatically charge the payment method on file for each additional Showed Appointment as it is delivered. No fee is charged for appointments that do not meet the definition of a Showed Appointment under Section 2.1.

Payment Authorization: Client authorizes Provider to charge (i) each prepaid package Client purchases, at the time of purchase, and (ii) $1,000 for each additional Showed Appointment delivered beyond the prepaid appointments, which fees may be charged individually or as prepaid packages of Showed Appointments (including through the Client portal's auto top-up feature when enabled by Client). Client agrees not to initiate chargebacks or payment disputes except in cases of demonstrable fraud or unauthorized charges. Client acknowledges that the fees paid are for access to intellectual property, lead generation, and appointment-setting services, and are not tied to any guaranteed sale or outcome. All fees are non-refundable once the corresponding Showed Appointment has been delivered, except as provided in Section 4. (See Section 4.)

A "Showed Appointment" means a scheduled appointment between Client (or Client's representative) and a prospect generated by Provider, where the prospect joins or attends the scheduled call or meeting — whether conducted by video conference or by telephone — and remains for at least the lesser of (a) five (5) minutes or (b) the duration of the appointment if Client ends it earlier. An appointment where the prospect does not attend (a "no-show") is not a Showed Appointment and carries no fee.

Provider relies on calendar, call, and CRM records, together with call and meeting recordings and transcripts, to determine whether an appointment showed. Client must keep these systems accessible and accurate; absent contrary records, Provider's logs, recordings, and transcripts are conclusive of whether an appointment showed.

Client acknowledges and consents that appointments and related calls may be recorded, transcribed, and processed (including by automated and AI-assisted tools) for attendance verification, quality assurance, coaching, and billing-dispute resolution. Client agrees to admit Provider's meeting assistant (the "AI Notetaker") to every scheduled appointment; Client's refusal to admit, or removal of, the assistant waives Client's right to dispute that appointment's Showed status. Each party agrees to comply with applicable call-recording consent laws in its communications with prospects.

Provider will use commercially reasonable efforts to deliver Client's first booked appointment within fourteen (14) days of the Execution Date, subject to Client completing onboarding and providing calendar access. If no appointment has been booked on Client's calendar within that period, Client may request, as Client's sole and exclusive remedy, a full refund of the unused prepaid amount.

Provider will run advertising and outreach to generate prospective annuity clients and will screen them against the qualification criteria agreed with Client (which may include factors such as age, investable assets, state of residence, and interest in annuity or retirement products). Delivery of a lead is complete when the prospect is generated and recorded in the CRM.

Provider's setter will contact qualified prospects and schedule appointments on Client's calendar, and will send reasonable confirmation and reminder communications before each appointment. Delivery of this component is complete when an appointment is booked on Client's calendar; billing for a given appointment occurs only if and when it becomes a Showed Appointment under Section 2.1.

Provider will create a client workspace in the CRM and a dedicated Slack channel, and transmit access to the email address provided by Client. Delivery of this component is complete when credentials are transmitted to Client, and/or access is otherwise granted. Client acknowledges that CRM activation may require completion of an account activation step with the third-party CRM (e.g., accepting an invitation or activating a free-tier account). Provider's obligation is satisfied by transmitting the activation link and instructions to the Primary Contact Email, and any delay or failure by Client to complete that step does not constitute non-delivery.

Client is responsible for holding all required licenses and carrier appointments, providing accurate contact and calendar information, attending the scheduled appointments, conducting its own sales process, and performing timely follow-up. Where these Client requirements are not fulfilled, Provider's delivery obligation for the affected component is satisfied by generating the lead and/or booking the appointment as set out above. Client's non-attendance, lateness, or failure to follow up does not entitle Client to any refund or credit for a Showed Appointment.

If a prospect does not join the scheduled video conference, Client will promptly attempt to reach the prospect by telephone through the Provider-supplied CRM, so that the attempt and any resulting conversation are captured in the records described in Section 2.1. A conversation completed by telephone is a Showed Appointment on the same terms as a video meeting, and conducting the conversation outside Provider's systems does not exempt it from Section 2.

Delivery of Services does not include closing sales, operation of Client's licensing or carrier relationships, suitability or compliance review of any annuity recommendation, third-party fees, or any deliverable not expressly listed in Sections 3.1 through 3.4. No sales, commissions, placement, or results are promised or guaranteed, and no service-level commitments (including response times, uptime, or performance thresholds) are provided.

For purposes of this Section 3, "transmit" means Provider sends assets or credentials to the Primary Contact Email provided by Client. Proof of Provider send logs are conclusive of transmission.

Delivery of Services occurs, for each appointment, when the appointment becomes a Showed Appointment under Section 2.1; for leads and bookings, upon generation or booking as described in Sections 3.1 and 3.2. Delivery does not depend on Client's attendance, sales outcomes, or follow-up.

Because Client pays only for Showed Appointments, the parties rely on the following protocol to keep attendance verification fair to both sides. For every appointment Provider books, Client agrees to:

• No contact before the appointment. Client will not call, text, or email a prospect before the scheduled appointment time; Provider's setters handle all confirmations and reminders. If a prospect does not attend after Client contacted them before the appointment, that appointment is billable as a Showed Appointment.
• Calendar accuracy. Client will keep the times it cannot take blocked on the calendar connected to Provider's booking system. An appointment booked into an open slot is a valid appointment. If Client does not attend an appointment that the prospect attends or attempts to join, that appointment is billable as a Showed Appointment.
• No-show steps. If the prospect has not joined at the scheduled start time, Client will (a) remain in the meeting room, (b) call the prospect through the Provider-supplied CRM at the scheduled time, (c) wait at least five (5) minutes from the scheduled start, and (d) call the prospect once more through the CRM — with the AI Notetaker present throughout. Where Client does not follow these steps, the appointment does not qualify for the no-show exemption in Section 2.1 unless Provider's records independently show that the prospect did not attend, and Client waives the right to dispute Provider's determination.
• Calls and follow-up. Client makes all calls to prospects through the Provider-supplied CRM so that they are recorded, and conducts any follow-up with prospects in Client's own systems rather than by booking follow-ups in Provider's CRM or calendar.

Because Client pays only for Showed Appointments, Client's primary protection is that no fee is charged for a no-show (Section 2.1). Provider does not guarantee any specific number of appointments, sales, commissions, or income outcomes; results vary based on market conditions, licensing, Client's sales ability and follow-up, and other factors.

If Client (or Client's representative) subsequently establishes contact with a prospect whose appointment was recorded as a no-show — whether the prospect answers a later call, reschedules directly with Client, or the conversation otherwise takes place after the missed slot — Client must report that contact to Provider in Client's dedicated Slack channel with Provider within two (2) business days (or, if the channel is unavailable, at support@virtualblueagency.com). If the conversation meets the attendance threshold in Section 2.1, the appointment is treated as a Showed Appointment and charged accordingly. Failure to report such contact is a material breach of this Agreement.

If a Showed Appointment materially fails the qualification criteria agreed under Section 3.1 (for example, a prospect who is plainly outside the agreed age, asset, or state parameters), Client may request a credit or replacement appointment by submitting the dispute through the Client portal (portal.virtualblueagency.com) or by notifying Provider at support@virtualblueagency.com, in either case within three (3) business days of the appointment, with reasonable supporting detail. Approved requests are resolved by a replacement appointment or a credit toward a future Showed Appointment, at Provider's reasonable discretion. Disagreement with a prospect's buying decision, budget, or interest level is not grounds for a credit.

If Client determines during a Showed Appointment that the prospect does not meet the minimum investable-asset requirement agreed under Section 3.1 (currently $250,000), Client must politely conclude the sales conversation and report the qualification issue to Provider within twenty-four (24) hours through the Client portal or at support@virtualblueagency.com.

If, after learning that the prospect is below that requirement, Client continues a substantive sales discussion, requests additional financial information, provides or prepares an illustration, or schedules or conducts a follow-up, Client has accepted the opportunity: the original appointment counts as a completed Showed Appointment and does not qualify for a credit or replacement. A subsequent no-show on such a follow-up does not reverse Client's prior acceptance of the original appointment.

Client acknowledges and agrees that the following are strictly non-refundable under all circumstances:

• Meta/Facebook advertising spend
• Third-party platform fees
• CRM subscription fees
• Domain purchases
• Phone number setup fees
• Verification or compliance-related fees
• Any third-party software or platform charges paid directly by Client

Advertising spend is paid directly to Meta Platforms, Inc. (Facebook) and is not collected, held, or controlled by Provider.

Client acknowledges that the purpose of the Services is to generate qualified annuity appointments and sales opportunities. Accordingly, Client shall not qualify for any refund or credit on a Showed Appointment where Client receives a positive return on investment ("ROI"), defined as generating commissions, issued business, or attributable sales revenue equal to or greater than the combined total of (a) Provider fees, and (b) advertising spend incurred during the applicable period.

By signing this Agreement, Client acknowledges that they have read, understood, and agreed to all payment, no-show, credit, and refund terms outlined herein.

Client agrees to first submit any refund request directly to Provider and allow a reasonable opportunity for review and resolution prior to initiating any chargeback, payment dispute, or reversal request with any financial institution or payment processor. Client acknowledges that any unauthorized chargeback or payment dispute initiated after agreeing to this Agreement, and without first following the refund request procedures outlined herein, shall constitute a material breach of this Agreement. In the event a chargeback or payment dispute is initiated, Client agrees to the following:

• Immediate Suspension of Services: Provider reserves the right to immediately suspend all services, including access to ad management, CRM platforms, marketing campaigns, and any other program components, pending resolution of the dispute.
• Repayment Obligation: Client must repay the full disputed amount, plus all associated fees incurred by the Provider in responding to the chargeback. This includes merchant fees, administrative processing costs, and legal expenses.
• Collections: If payment is not received within fifteen (15) days of written notice from Provider, the outstanding balance may be referred to a third-party collections agency. Client agrees to pay all reasonable costs of collection, including agency fees up to thirty-five percent (35%) of the amount owed, court costs, filing fees, and attorney's fees, whether or not formal litigation is filed.
• Credit Reporting and Legal Action: Provider reserves the right to report unpaid balances to credit bureaus and pursue legal remedies, including litigation and recovery of court costs and attorney's fees.

Client acknowledges that initiating a chargeback does not nullify the financial obligations set forth in this Agreement.

This Agreement does not auto-renew and is not a subscription. Provider continues to deliver leads and appointments on a per-appointment basis, and Client continues to be billed $1,000 per Showed Appointment, until either party ends the engagement under Section 12. The CRM and Slack channel access described in Section 3.3 remain available while the account is in good standing.

This Agreement also governs every later purchase and continuation of the Services — including additional Showed Appointments, prepaid packages of Showed Appointments bought through the Client portal (including auto top-up), and any resumption of Services after a pause — without a new signature. Each such purchase constitutes Client's reaffirmation of this Agreement as then in effect. The current version is published at https://virtualblueagency.com/agreement, and changes to it apply as set out in Section 15.

Client agrees not to make, publish, or communicate to any person or entity—whether verbally, in writing, or online—any disparaging or defamatory remarks, comments, or statements concerning the Provider, its employees, contractors, services, business practices, or reputation. This includes, but is not limited to, reviews, social media posts, or public complaints.

In the event of a breach of this provision, Client agrees to remove such content immediately upon written notice and may be subject to legal remedies including, but not limited to, injunctive relief, damages, and reimbursement of legal fees. The parties agree that such violations can cause irreparable harm and justify immediate legal action.

Copyright Protection: All materials provided in this program, including but not limited to videos, documents, templates, scripts, and training modules, are the exclusive intellectual property of Provider and are protected by copyright law. Any reproduction, distribution, or sharing of these materials without prior written consent from Provider is strictly prohibited and may result in legal action.

Confidentiality Agreement: Client agrees to maintain the confidentiality of all proprietary information received during the program. Unauthorized disclosure, distribution, or use of program content is prohibited and constitutes a breach of this Agreement.

Enforcement and Penalties: All program materials, including but not limited to videos, documents, and templates, are protected by copyright law. Client acknowledges that a breach of copyright or confidentiality provisions will result in immediate termination of this Agreement and may lead to legal action, including but not limited to injunctive relief, monetary damages, and reimbursement of legal fees incurred by Provider.

Monetary Damages: Client agrees that any unauthorized distribution of Provider's materials, including online sharing or posting, will result in liquidated damages of $25,000 per occurrence, in addition to all legal remedies available under copyright law, and remains enforceable in various jurisdictions.

Prohibition on Use of Intellectual Property for Competition: Client agrees that the materials, strategies, systems, and intellectual property provided by the Provider during the program, including but not limited to scripts, workflows, templates, funnels, surveys, forms, training modules, ad creatives, and proprietary systems, are solely for the Client's individual use in their personal or business operations.

The Client is strictly prohibited from:

• Developing Competing Programs: Using, sharing, or modifying any portion of the provided materials to create, develop, or offer competing programs, training modules, marketing systems, or any other services similar to the program provided by the Provider.
• Soliciting Provider's Clients: Approaching or attempting to solicit any current or past clients of the Provider for competing services or programs during the term of this Agreement and for a period of 24 months thereafter.
• Employment or Association with Competitors: Engaging with or working for competing programs, companies, or entities that offer similar services based on the materials or systems provided by the Provider during the program.

To ensure compliance with this provision:

• The Client acknowledges that any breach of this clause will result in immediate termination of this Agreement, forfeiture of access to the program, and potential legal action.
• The Client agrees to pay liquidated damages in the amount of $15,000 per occurrence for any breach of this clause. This amount is not a penalty but a reasonable estimation of the damages the Provider would suffer.
• The Client further agrees to reimburse the Provider for all legal fees, court costs, and any other expenses incurred in enforcing this clause.

Duration and Jurisdiction: This non-compete clause shall remain in effect during the term of this Agreement and for 24 months following the conclusion of the program. The parties agree that this clause is enforceable to the fullest extent permitted by the laws of the state of North Carolina. If any portion of this clause is deemed unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect.

Provider affirms that it makes every reasonable effort to ensure that advertising materials, campaigns, and strategies are designed in good faith to align with commonly accepted insurance marketing and advertising standards. However, Client acknowledges and agrees that insurance regulations vary by state, carrier, and governing body, and that Provider cannot guarantee compliance with every jurisdiction or carrier-specific requirement.

Client is solely responsible for reviewing, submitting, and obtaining any required approvals from carriers, broker-dealers, or regulatory authorities prior to using advertising or marketing materials. Client agrees that their license status, carrier appointments, and adherence to state and federal insurance regulations remain their personal responsibility at all times.

Client agrees to indemnify, defend, and hold harmless Provider, its officers, employees, and contractors from any claims, investigations, disciplinary actions, penalties, damages, or loss of licensure that may arise from Client's use or implementation of services or materials provided under this Agreement.

Mediation Details: The parties agree that exclusive venue and jurisdiction for any dispute arising under this Agreement shall lie in the state or federal courts located in North Carolina. Client agrees to this jurisdiction and venue for any legal proceedings. Mediation costs will be split equally between parties. Mediation must be initiated within 30 days of notifying the other party of a dispute. In the event of a dispute, both parties agree to attempt resolution through mediation before pursuing legal action. Mediation will be conducted by a neutral third party agreed upon by both parties. If either party refuses to participate in mediation in good faith, the opposing party may proceed directly to litigation and seek immediate injunctive relief or damages.

Attorney Fees: In any dispute arising out of this Agreement, the prevailing party shall be entitled to recover reasonable attorney's fees, court costs, and any other expenses incurred during dispute resolution or enforcement of this Agreement. In addition, Client agrees to reimburse Provider for reasonable attorney's fees and court costs incurred in enforcing this Agreement, including fees incurred prior to litigation, during mediation, arbitration, or appeal. This obligation survives termination.

Either party may terminate this Agreement at any time by written notice. Termination does not affect fees already due for Showed Appointments delivered before termination, which remain payable. Provider may suspend Services (including lead generation and appointment setting) if any Showed Appointment fee is past due. Because additional fees accrue per Showed Appointment and not on a fixed schedule, no acceleration of future fees applies.

Any unused portion of the prepaid Showed Appointments shall remain available until delivered unless this Agreement is terminated due to Client's breach. Prepaid fees are non-refundable except as expressly provided in Section 4.

Chargeback Indemnification: Client agrees to indemnify and hold harmless Provider from any costs, fees, or damages incurred as a result of Client-initiated chargebacks or payment disputes, including but not limited to reimbursement of legal fees and administrative costs required to contest such disputes within 30 days of resolution.

Provider shall not be liable for any failure or delay in performing its obligations under this Agreement due to circumstances beyond its reasonable control. These circumstances include, but are not limited to, natural disasters, acts of God, war, terrorism, labor disputes, strikes, pandemics, power outages, internet or telecommunications failures, governmental restrictions or actions, ad account bans or restrictions, A2P registration failures, TrustHub Verification failure, website domain closures, third-party service interruptions, or any other events that materially affect the Provider's ability to deliver services as outlined in this Agreement.

In the event of a force majeure, both parties agree to make reasonable efforts to resume performance as soon as practicable. If the disruption caused by the force majeure event continues for more than 60 days, either party may terminate this Agreement without further liability, except for payment obligations incurred prior to the force majeure event which shall remain enforceable and are not waived.

Any changes or modifications to this Agreement must be made in writing and signed by both parties to be enforceable. Verbal agreements or informal written communications, including emails or text messages, shall not be considered valid amendments.

Proposed amendments must be submitted in writing by either party and will be reviewed within 14 days. Both parties must explicitly agree to and sign the amendment for it to take effect. Until an amendment is signed, the terms of this Agreement remain in full force and effect.

This Agreement represents the entire agreement between the parties and supersedes any prior agreements, understandings, or communications, whether written or oral, relating to the subject matter herein.

Client acknowledges they have read and understood all terms of this Agreement and agrees to be bound by them. No other representations, promises, or agreements have been made except as outlined in this document.

If any provision of this Agreement is determined to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect. Any invalid provision shall be replaced automatically with a valid provision that most closely reflects the original intent, and both parties agree to execute amendments as necessary to enforce such replacement.

This clause ensures the continuity of the Agreement even if a specific provision is invalidated. The parties further agree to work in good faith to revise and amend the Agreement, as necessary, to effectuate the original intent to the fullest extent permitted by law.

By signing below, Client acknowledges they have read, understood, and agree to all terms and conditions in this Agreement. Client waives any defense based on lack of understanding of this Agreement.