Customer agrees to the terms set forth in this Agreement. 1. SERVICES PROVIDED 1.1 Description of Service. PEO Tools provides a Software-as-a-Service (“SaaS”) platform consisting of an embeddable lead-generation calculator that performs real-time tax and benefit calculations, captures phone-verified leads via TOTP verification, delivers verified lead data to Customer, and provides a broker portal for account management, analytics, and lead review (collectively, the “Service”). 1.2 Service Tier. The specific features, lead volume caps, domain limits, support response times, and other tier-specific entitlements applicable to Customer are those published on the Provider’s website for the plan identified above (“{{product_name}}”) as of the Effective Date of this Agreement. The plan description published at the time of purchase is incorporated by reference and stored as part of Customer’s order record. 1.3 No Quoting or Advisory Service. Customer acknowledges that the Service is a financial estimation and lead-qualification tool only. The Service does not provide insurance quotes, tax advice, legal advice, or PEO recommendations. All calculator outputs are estimates based on Customer-supplied rate cards and prospect-supplied inputs. Customer is solely responsible for the accuracy of rate cards configured in their account and for any advice or recommendations made to their prospects based on calculator outputs. 2. SUBSCRIPTION TERM AND AUTO-RENEWAL 2.1 Initial Term. The subscription begins on the date of successful payment and continues for the billing period selected by Customer (monthly or annual). 2.2 AUTOMATIC RENEWAL. CUSTOMER EXPRESSLY ACKNOWLEDGES AND AGREES THAT THIS SUBSCRIPTION WILL AUTOMATICALLY RENEW AT THE END OF EACH BILLING PERIOD FOR SUCCESSIVE TERMS OF EQUAL LENGTH AT THE THEN-CURRENT RATE, UNTIL CUSTOMER CANCELS IN ACCORDANCE WITH SECTION 4. PROVIDER WILL CHARGE CUSTOMER’S PAYMENT METHOD ON FILE FOR EACH RENEWAL WITHOUT FURTHER AUTHORIZATION. 2.3 Renewal Notifications. Provider will send renewal reminder emails as follows: thirty (30) days and seven (7) days prior to annual renewals; three (3) days prior to monthly renewals. Reminder emails are sent to the email address on file. It is Customer’s responsibility to maintain a current email address and to monitor renewal notifications. 2.4 Price Changes. Provider may change subscription pricing for renewal terms upon thirty (30) days’ written notice to Customer. If Customer does not agree to the new pricing, Customer may cancel before the renewal date in accordance with Section 4. 3. PAYMENT TERMS 3.1 Payment Authorization. Customer authorizes Provider (and Provider’s payment processor) to charge the payment method on file for the subscription amount listed above and for all subsequent renewals at the then-current rate, plus any applicable taxes. 3.2 Billing Descriptor. Charges from Provider will appear on Customer’s statement as “PEOTOOLS.COM” or a substantially similar descriptor. 3.3 Failed Payments. If a payment fails, Provider will attempt to recharge the payment method on file. If payment is not collected within fourteen (14) days of the original charge attempt, Provider may suspend or terminate the Service without further notice. Restoration of suspended accounts requires successful payment of all outstanding amounts. 3.4 Taxes. All fees are exclusive of taxes. Customer is responsible for all applicable sales, use, value-added, or similar taxes. 4. CANCELLATION AND REFUNDS 4.1 How to Cancel. Customer may cancel the subscription at any time by: (a) Logging into the broker portal and selecting “Cancel Subscription” under account settings; or (b) Emailing [support email] from the email address associated with the account, requesting cancellation. 4.2 Effect of Cancellation. Cancellation takes effect at the end of the current paid billing period. Customer retains access to the Service through the end of that period. No further charges will be made after cancellation is processed. 4.3 No Refunds for Partial Periods. Provider does not provide refunds, credits, or proration for unused portions of any billing period after the subscription has been activated and access has been granted, except as expressly stated in Section 4.4 or as required by applicable law. 4.4 Limited Refund Window. For Customer’s initial subscription term only, Customer may request a full refund within seven (7) days of the initial charge, provided that: (a) Customer has not deployed the embed script on a live website; (b) Customer has not received any phone-verified leads through the Service; and (c) Customer submits the refund request in writing from the email address on file. Refunds for renewal terms are not available. Refund requests outside the seven-day window or after deployment will not be granted except where required by law. 4.5 Chargebacks. Customer agrees to contact Provider’s support team to resolve any billing concerns before initiating a chargeback or payment dispute with their card issuer. Chargebacks filed without first attempting resolution with Provider may result in immediate account termination and collection of any disputed amounts plus reasonable administrative costs. 5. CUSTOMER OBLIGATIONS AND ACCEPTABLE USE 5.1 Account Security. Customer is responsible for maintaining the confidentiality of account credentials and for all activity occurring under the account. 5.2 Authorized Domains. The embed script is licensed for use on the domain(s) registered in Customer’s account, up to the limit included in Customer’s plan. Use on unauthorized domains is a breach of this Agreement. 5.3 Prohibited Uses. Customer agrees not to: (a) Reverse-engineer, decompile, or attempt to extract the source code or calculation logic of the Service; (b) Resell, sublicense, or white-label the Service to third parties outside of Customer’s own brokerage operations; (c) Use the Service to violate any applicable law, including TCPA, CAN-SPAM, GDPR, CCPA, or state insurance regulations; (d) Submit false rate card data designed to mislead prospects; (e) Use the Service to generate leads for purposes unrelated to Customer’s licensed insurance or PEO brokerage activities. 5.4 Compliance with Lead Communication Laws. Customer is solely responsible for compliance with all laws governing communication with leads generated through the Service, including TCPA consent requirements, state do-not-call lists, and email opt-out laws. Provider provides phone verification of lead contact information but does not provide consent to be contacted; Customer must obtain such consent independently as required by applicable law. 6. SERVICE AVAILABILITY AND DATA 6.1 Availability. Provider will use commercially reasonable efforts to maintain Service availability of 99.5% uptime measured monthly, excluding scheduled maintenance and force majeure events. 6.2 Lead Data Ownership. Lead data generated through Customer’s calculator deployments is owned by Customer. Provider retains a license to process, transmit, and store such data solely as necessary to provide the Service. 6.3 Data Export. Upon cancellation, Customer may export lead data via the broker portal for thirty (30) days after the subscription end date, after which Provider may delete Customer data in accordance with Provider’s data retention policy. 6.4 Provider’s Use of Aggregate Data. Provider may use anonymized, aggregated usage data (e.g., calculator completion rates, average savings calculated) for product improvement and benchmarking purposes. No individually identifiable Customer or lead data will be shared without Customer’s consent. 7. LIMITATION OF LIABILITY 7.1 Disclaimer. THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE.” PROVIDER DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. PROVIDER DOES NOT WARRANT THAT THE SERVICE WILL BE ERROR-FREE OR UNINTERRUPTED. 7.2 Calculation Accuracy. Provider uses reasonable efforts to keep tax tables, ACA thresholds, and other calculation inputs current. However, tax law changes frequently and Customer acknowledges that calculator outputs are estimates only and should not be relied upon as definitive tax or financial advice. Customer is responsible for verifying outputs before relying on them in client communications. 7.3 Cap on Liability. PROVIDER’S TOTAL LIABILITY ARISING FROM OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID BY CUSTOMER TO PROVIDER IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. 7.4 No Indirect Damages. IN NO EVENT WILL PROVIDER BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST COMMISSIONS, OR LOST BUSINESS OPPORTUNITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 8. INDEMNIFICATION Customer agrees to indemnify and hold harmless Provider, its officers, employees, and agents from any claims, damages, or expenses (including reasonable attorneys’ fees) arising from: (a) Customer’s use of the Service in violation of this Agreement; (b) Customer’s communication with leads generated through the Service; (c) Customer’s violation of any law or regulation, including TCPA, CAN-SPAM, or state insurance regulations; (d) Any rate card data, advice, or representations Customer provides to prospects based on or alongside Service outputs. 9. TERMINATION 9.1 Termination by Customer. Customer may terminate this Agreement by canceling the subscription in accordance with Section 4. 9.2 Termination by Provider. Provider may suspend or terminate this Agreement immediately upon written notice if: (a) Customer fails to pay any amount when due and does not cure within fourteen (14) days; (b) Customer breaches Sections 5.3 (Prohibited Uses) or 5.4 (Compliance); (c) Customer files a chargeback in violation of Section 4.5; (d) Provider reasonably determines Customer’s use of the Service poses legal, security, or reputational risk to Provider. 9.3 Effect of Termination. Upon termination, Customer’s access to the Service ends, the embed script will be deactivated, and Customer’s data will be retained for thirty (30) days for export, after which it may be deleted. 10. GENERAL PROVISIONS 10.1 Entire Agreement. This Agreement, together with the Terms of Service, Refund Policy, and Recurring Billing Authorization referenced at checkout, constitutes the entire agreement between the parties. 10.2 Governing Law. This Agreement is governed by the laws of the State of [Insert State of Provider’s formation, e.g., Wyoming], without regard to conflict of laws principles. 10.3 Dispute Resolution. Any dispute arising under this Agreement shall first be addressed through good-faith negotiation between the parties. If unresolved within thirty (30) days, the dispute shall be submitted to binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, with arbitration to take place in [Insert County, State of Provider’s formation]. Judgment on the award may be entered in any court of competent jurisdiction. 10.4 Waiver of Class Actions. CUSTOMER AGREES THAT ANY DISPUTE WILL BE RESOLVED ON AN INDIVIDUAL BASIS AND WAIVES ANY RIGHT TO PARTICIPATE IN A CLASS ACTION OR CLASS ARBITRATION. 10.5 Modifications. Provider may modify this Agreement upon thirty (30) days’ notice. Continued use of the Service after the effective date of modifications constitutes acceptance. Customer’s signed version of this Agreement (Version 1.0) governs any disputes arising from facts occurring under this version. 10.6 Assignment. Customer may not assign this Agreement without Provider’s written consent. Provider may assign this Agreement to any successor in interest. 10.7 Severability. If any provision is held unenforceable, the remaining provisions remain in full force. 10.8 No Waiver. Provider’s failure to enforce any provision is not a waiver of its right to enforce that provision later. 10.9 Notices. Notices to Provider should be sent to [support email]. Notices to Customer will be sent to the email address on file.