Agency Master Services Agreement

1. Introduction

This Master Services Agreement ("Agreement") is entered into between Fire Call, LLC, an Idaho limited liability company ("Fire Call," "we," "us," or "our"), and the insurance agency or other business entity identified during account registration ("Customer," "Agency," or "you"). It governs your access to and use of the Fire Call platform and related services (collectively, the "Service").

By clicking "I Agree," activating an account, or using the Service, the individual accepting this Agreement represents that they are at least 18 years old and authorized to bind the Agency to this Agreement. If you do not have that authority, do not accept this Agreement or use the Service.

This Agreement incorporates by reference the Data Processing Addendum and any order forms, statements of work, or written amendments signed by both parties. In the event of a conflict, an order form controls over this Agreement for that order only, and this Agreement controls over the Data Processing Addendum except where the Data Processing Addendum expressly addresses a matter (in which case the Data Processing Addendum controls for that matter).

2. The Service

The Service is a software-as-a-service platform that allows insurance agencies to manage wildfire risk inspections, including issuing inspection links to clients, reviewing submitted hazard photos and reports, and tracking inspection workflows. Remediation work, if pursued, is contracted directly between the property owner and Fire Call as described in Section 8; the Agency does not dispatch or contract for remediation through the Service.

Fire Call grants you a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Service during the term of this Agreement, solely for your internal business purposes and subject to the terms of this Agreement.

Fire Call may update, modify, or improve the Service at any time. We will not materially reduce the core functionality of the Service during a paid subscription term without offering you a pro-rated refund of prepaid fees for the affected period.

3. Accounts and Authorized Users

You may invite individual users within your Agency ("Authorized Users") to access the Service. You are responsible for the actions of your Authorized Users and for ensuring they comply with this Agreement. Each Authorized User must use their own credentials and not share them.

You will designate one or more administrators with authority to manage Authorized Users, configure account settings, and make changes to your subscription. Administrators may bind the Agency to changes to the Service or to this Agreement, except where this Agreement requires written agreement of both parties.

You will promptly notify Fire Call of any unauthorized access to or use of your account, suspected compromise of credentials, or other security incidents affecting your account.

4. Subscription, Trial, and Fees

The Service is offered on a subscription basis. The subscription fees applicable to your Agency are presented to you in the Service at the time of signup or in a separate order form, and confirmed in your billing records. Pricing may vary between Agencies based on plan, usage, negotiated terms, or other factors. By activating a paid subscription, you agree to the fees displayed at that time.

New Agencies may be offered a free trial period, the length of which is shown at signup. At the end of the trial, the subscription automatically converts to a paid subscription using the payment method provided, unless you cancel before the trial ends. You may cancel during the trial at any time at no charge.

Subscriptions automatically renew for successive billing periods (typically monthly, unless otherwise stated in your order form) until cancelled. You may cancel your subscription at any time through the Service. Cancellation by you takes effect at the end of the then-current billing period, and you retain access through that date. Fire Call may terminate this Agreement for convenience only as set forth in Section 14, with at least thirty (30) days' advance notice.

Fire Call may change subscription fees with at least thirty (30) days' advance notice, by email to your administrator or by in-product notice. Fee changes take effect at the start of the next billing period after the notice period ends. If you do not agree to a fee change, you may cancel before it takes effect.

All fees are in U.S. dollars and exclusive of taxes. You are responsible for any sales, use, or similar taxes applicable to your subscription, except for taxes on Fire Call's net income.

Except as required by law or expressly stated in this Agreement, fees are non-refundable. If your account is suspended or terminated for material breach of this Agreement, no refund is owed for the unused portion of the then-current billing period.

5. Payment

You authorize Fire Call (and our payment processor, Stripe) to charge your designated payment method for all fees when due. If a charge fails, we may retry the charge, suspend your access to the Service, or terminate this Agreement, with notice as described below.

If a payment is more than ten (10) days past due, Fire Call may suspend the Service after giving you at least three (3) days' written notice (which may be by email or in-product notice). If a payment remains unpaid for thirty (30) days, Fire Call may terminate this Agreement for cause.

6. Customer Data

"Customer Data" means information that you, your Authorized Users, or your clients submit to the Service or that is generated through the Service on your behalf, including inspection records, hazard photos, property addresses, and client contact information.

As between you and Fire Call, you retain all right, title, and interest in and to Customer Data, and direct how Customer Data is processed under this Agreement. You grant Fire Call a non-exclusive, worldwide license, during the term and for the data export and retention period in Section 14, to host, process, transmit, display, and use Customer Data solely for the purposes of providing and improving the Service, complying with legal obligations, and as otherwise described in this Agreement and the Data Processing Addendum.

You represent and warrant that you have all necessary rights, consents, and legal bases to provide Customer Data to Fire Call and to authorize Fire Call to process it as described in this Agreement, including any consents required from your clients, other data subjects, or third parties who appear incidentally in inspection photos (for example, neighbors or passersby).

The parties acknowledge that as between you and Fire Call, you retain the rights described above; however, with respect to Customer Data that constitutes personal information of individuals (such as your clients), the parties' respective rights, roles, and obligations are governed by the Data Processing Addendum and applicable privacy law, under which you are the data controller (or "business") and Fire Call is the data processor (or "service provider"). Statutory rights of individual data subjects under applicable privacy law are not modified by this Section.

7. Acceptable Use

You agree not to, and will ensure your Authorized Users do not:

• Use the Service for any unlawful purpose or in violation of any law or regulation
• Use the Service to submit inspection links or process information for individuals from whom you do not have a lawful basis to collect that information
• Reverse engineer, decompile, or attempt to derive the source code of the Service, except to the extent applicable law expressly permits
• Resell, sublicense, rent, or lease access to the Service to a third party, except through your normal use of the Service to serve your insurance clients
• Use the Service to send spam, malware, or other harmful content
• Probe, scan, or test the vulnerability of the Service, or breach any security or authentication measures, except under a written security testing agreement with Fire Call
• Interfere with or disrupt the integrity or performance of the Service
• Copy, scrape, or systematically extract data from the Service, or use the structure, features, or non-public outputs of the Service, for the purpose of designing, developing, training, or marketing a product or service that competes with the Service. This restriction does not prevent you from using your own Customer Data outside the Service, or from independently developing products that do not derive from the Service
• Misrepresent your affiliation with any person, agency, or organization

Fire Call may investigate and respond to suspected violations of this section, including by suspending or terminating access in accordance with Section 14.

This Agreement incorporates by reference the Acceptable Use Policy at /aup, which sets out additional platform-wide rules of conduct.

8. Contractors and Remediation Work

The Service helps you identify wildfire-related hazards on your clients' properties through the inspection workflow. After an inspection, your client (the property owner) may choose to engage Fire Call to perform remediation work on those hazards. Remediation is a separate offering, contracted directly between the property owner and Fire Call, and is not part of your Agency subscription.

Your Agency does not request, dispatch, pay for, or contract for remediation work through the Service. Decisions about whether to pursue remediation, which hazards to address, and how to fund the work are made by the property owner. Fire Call may communicate with the property owner about available remediation services without further authorization from your Agency.

Where remediation is performed, Fire Call may engage independent contractors to fulfill the work on its behalf. Those contractors are not employees or agents of Fire Call or of your Agency. Fire Call vets contractors for licensing and basic qualifications but does not warrant the quality, timeliness, or outcomes of any contractor work, which is governed by the agreements signed between Fire Call and the property owner for that specific job.

Fees for remediation work are paid by the property owner to Fire Call and are entirely separate from your subscription fees under this Agreement.

No compensation for referrals. Fire Call does not pay, rebate, discount, commission, or otherwise compensate the Agency (or any Authorized User) on the basis of inspection volume, the number of property owners who pursue remediation, the value of remediation contracts, or any other metric tied to the Agency's referral of clients to remediation services. The Agency's subscription fees are not reduced, credited, or modified by reference to remediation activity. Any future arrangement that would compensate the Agency by reference to remediation outcomes must be set forth in a written, signed amendment that the parties have confirmed complies with applicable insurance producer regulations.

Customer regulatory compliance. The Customer represents and warrants that its use of the Service, including the manner in which it issues inspections, communicates with clients about remediation, and uses inspection outputs in connection with insurance underwriting, renewal, or claims, complies with applicable insurance producer, anti-rebate, anti-inducement, anti-steering, fair-dealing, and consumer-protection laws and regulations in each jurisdiction in which the Customer is licensed or does business, including but not limited to state insurance codes and the regulations of state departments or commissioners of insurance.

9. Confidentiality

"Confidential Information" means non-public information disclosed by one party ("Discloser") to the other ("Recipient") that is identified as confidential or that a reasonable person would understand to be confidential. Customer Data is your Confidential Information. The Service, including non-public features, pricing, and roadmap, is Fire Call's Confidential Information.

Recipient will (a) use Confidential Information only to perform under this Agreement, (b) protect it with at least the same care it uses for its own confidential information (but no less than reasonable care), and (c) not disclose it to third parties except to its employees, contractors, and advisors who need to know and are bound by similar confidentiality obligations.

Confidentiality obligations do not apply to information that is publicly available without breach of this Agreement, was already known to Recipient without restriction, is independently developed by Recipient, or is rightfully received from a third party without restriction. Recipient may disclose Confidential Information if legally compelled, after giving Discloser reasonable prior notice where permitted.

10. Intellectual Property

Fire Call retains all right, title, and interest in and to the Service, including all software, designs, trademarks, documentation, and improvements, except for Customer Data. No rights are granted to you except as expressly set forth in this Agreement.

If you provide feedback, suggestions, or ideas about the Service ("Feedback"), you grant Fire Call a perpetual, irrevocable, royalty-free license to use that Feedback for any purpose, without obligation to you.

11. Warranties and Disclaimers

Each party represents and warrants that it has the legal power and authority to enter into this Agreement and that doing so will not conflict with any other agreement it has.

Fire Call warrants that the Service will perform materially in accordance with its documentation under normal use. Your exclusive remedy for breach of this warranty is for Fire Call to use commercially reasonable efforts to correct the non-conformity. If Fire Call cannot correct the non-conformity within a reasonable time, you may terminate the affected subscription and receive a pro-rated refund of prepaid fees for the unused portion of the then-current billing period.

EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. FIRE CALL DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. FIRE CALL DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT ANY DEFECTS WILL BE CORRECTED.

Outputs of automated systems and AI. The Service uses automated tools and artificial intelligence, including third-party AI providers, to support inspection workflows (for example, organizing photos, extracting text from inspection-related documents, and suggesting hazard categorizations). FIRE CALL MAKES NO WARRANTY ABOUT THE ACCURACY, COMPLETENESS, RELIABILITY, OR FITNESS FOR PURPOSE OF AI-GENERATED OUTPUTS, AUTOMATED HAZARD DETECTION, OR ANY ASSESSMENT, SCORE, OR CATEGORIZATION PRODUCED BY THE SERVICE. As described in Section 23, the Customer is responsible for ensuring that a qualified human reviews any AI-generated or automated output before that output is relied upon for an underwriting, renewal, non-renewal, cancellation, claims, pricing, or other decision that materially affects an insurance client or other data subject.

12. Indemnification

By Fire Call. Fire Call will defend you against any third-party claim alleging that the Service, as provided by Fire Call and used in accordance with this Agreement, infringes that third party's United States patent, copyright, or trademark, or misappropriates a third party's trade secret, and will pay damages finally awarded by a court or agreed in settlement. If the Service is found or, in Fire Call's reasonable opinion, is likely to be found infringing, Fire Call may (a) procure the right for you to continue using it, (b) modify it to be non-infringing while preserving substantially equivalent functionality, or (c) if neither (a) nor (b) is commercially reasonable, terminate the affected subscription and refund any prepaid fees for the unused portion of the then-current billing period. This Section 12 states Fire Call's entire liability and your exclusive remedy for any claim of intellectual property infringement.

Fire Call has no obligation to indemnify you for claims arising from (i) Customer Data, (ii) your use of the Service in violation of this Agreement, (iii) modifications to the Service not made by Fire Call, (iv) combination of the Service with anything not provided by Fire Call, where the claim would not have arisen but for the combination, or (v) your continued use of the Service after Fire Call notifies you to stop.

By You. You will defend Fire Call against any third-party claim arising from (a) Customer Data, including claims that Customer Data infringes any third-party right or was collected, used, or shared without proper consent or legal basis, (b) your or your Authorized Users' breach of this Agreement, (c) your violation of any law or regulation, including insurance producer, anti-rebate, anti-steering, fair-dealing, or consumer-protection laws, (d) the relationship between you and your insurance clients, including their disputes with you about coverage, underwriting, claims, or any inspection, or (e) any decision you make, or any action you or any third party takes in reliance on an AI-generated or automated output of the Service, where you have not first ensured the human review described in Section 23. You will pay damages finally awarded by a court or agreed in settlement of such claims.

Process. The indemnified party will (i) promptly notify the indemnifying party of the claim, (ii) give the indemnifying party sole control of the defense and settlement (provided that no settlement requires the indemnified party to admit liability or pay money without its consent), and (iii) provide reasonable cooperation at the indemnifying party's expense.

13. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, GOODWILL, OR DATA, ARISING OUT OF OR RELATING TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

EXCEPT FOR THE EXCLUDED CLAIMS DESCRIBED BELOW, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT EXCEED THE GREATER OF (A) THE FEES PAID BY YOU TO FIRE CALL UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE THOUSAND U.S. DOLLARS ($1,000).

The limitations in this Section 13 do not apply to (i) either party's indemnification obligations under Section 12, (ii) breaches of confidentiality under Section 9, (iii) your payment obligations, (iv) infringement or misappropriation of the other party's intellectual property, (v) a party's gross negligence, willful misconduct, or fraud, or (vi) liability that cannot be limited under applicable law (the "Excluded Claims").

The parties acknowledge that the limitations in this Section 13 are a fundamental basis of the bargain and that the parties would not have entered into this Agreement without them.

14. Term and Termination

This Agreement begins when you first accept it and continues until terminated as set forth below. Subscription terms renew automatically as described in Section 4.

Termination for convenience. You may cancel your subscription at any time through the Service. Fire Call may terminate this Agreement for convenience by giving you at least thirty (30) days' written notice (which may be by email or in-product notice), and will refund any prepaid, unused fees on a pro-rated basis.

Termination for cause. Either party may terminate this Agreement for cause if the other party materially breaches this Agreement and fails to cure the breach within thirty (30) days after written notice describing the breach, except that no cure period applies to (a) your non-payment, (b) breaches of Section 7 (Acceptable Use), (c) breaches of confidentiality, (d) intellectual property infringement, or (e) other breaches that by their nature cannot be cured. Either party may also terminate immediately if the other party becomes insolvent, files for bankruptcy, or makes an assignment for the benefit of creditors.

Suspension. Fire Call may suspend your access to the Service without prior notice if your use poses a security risk, may subject Fire Call to legal liability, or is materially disrupting the Service for other customers. Fire Call will notify you of the suspension and work in good faith to restore access promptly once the issue is resolved.

Customer Data export. Customer Data is available for self-service export at any time during the term of this Agreement through the in-product export feature in the agency dashboard, in a commercially reasonable format. The "Export Window" for purposes of this Agreement and the Data Processing Addendum is the period during which you have in-product access to the export feature — that is, the entire term of this Agreement. The Customer is responsible for exporting Customer Data before cancellation or termination takes effect.

Effect of termination. On termination, your right to access the Service ends, including access to the in-product export feature. Fire Call may delete Customer Data within a reasonable period after termination, except as required by law, addressed in the Data Processing Addendum, or covered by an extended-retention arrangement described below. Sections that by their nature should survive termination — including Sections 6, 9, 10, 12, 13, 14, 16, 22, and 23 — will survive.

Insurance recordkeeping retention. The parties acknowledge that the Customer is or may be subject to insurance industry recordkeeping requirements (typically three (3) to seven (7) years post-policy-termination, depending on jurisdiction) that may require retention of Customer Data beyond the Export Window. The Customer is responsible for exporting Customer Data within the Export Window in order to satisfy those obligations. Separately, at the Customer's written request before the Export Window closes, Fire Call will offer commercially reasonable extended-retention or read-only escrow options (which may carry an additional fee) so that the Customer can satisfy its insurance recordkeeping obligations without re-importing or re-hosting Customer Data on its own infrastructure. Personal information retained under any extended-retention arrangement remains subject to the Data Processing Addendum.

No termination relieves you of the obligation to pay fees accrued before termination.

15. Publicity

Fire Call will not identify you as a customer, or use your name or logo, in marketing materials, on its website, or in customer lists, except with your prior written consent (which may be given by an Authorized User administrator through the Service or by email). Consent may be revoked at any time by emailing legal@firecall.us, in which case Fire Call will remove you from publicly available materials within a reasonable time, though existing copies may remain in archives. Nothing in this Section limits Fire Call's right to reference its customer base in aggregate, non-identifying terms (for example, "Fire Call serves insurance agencies across the Western United States").

16. Dispute Resolution and Arbitration

Informal resolution. Before filing any formal claim, the parties will try in good faith to resolve any dispute by negotiation. Either party may initiate this process by sending a written notice describing the dispute to legal@firecall.us (for claims against Fire Call) or to your designated administrator (for claims against you). The parties will then negotiate in good faith for at least thirty (30) days.

Binding arbitration. If informal resolution fails, any dispute arising out of or relating to this Agreement will be resolved by binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules. The arbitration will be conducted by one arbitrator, in English, with the seat in Ada County, Idaho. The arbitrator's decision will be final and may be entered as a judgment in any court of competent jurisdiction.

Class action waiver. Each party may bring claims against the other only in its individual capacity, and not as a plaintiff or class member in any purported class, collective, or representative action. The arbitrator may not consolidate claims of multiple parties or preside over any class or representative proceeding.

Exceptions. Notwithstanding the foregoing, either party may (a) bring an individual action in small claims court for claims within that court's jurisdiction, and (b) seek injunctive or other equitable relief in a court of competent jurisdiction to protect its intellectual property, confidential information, or to enforce payment obligations, without first resorting to arbitration. The federal and state courts located in Ada County, Idaho will have exclusive jurisdiction over any such court actions, and the parties consent to personal jurisdiction and venue there. Nothing in this Section limits an applicable state insurance commissioner's jurisdiction or any non-waivable right under applicable state law.

17. Governing Law

This Agreement is governed by the laws of the State of Idaho, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply. The choice of Idaho law does not override any non-waivable consumer or business protection of the state where the Customer is licensed or principally located, to the extent that law applies notwithstanding the parties' choice.

18. Changes to This Agreement

Fire Call may update this Agreement from time to time. When we do, we will publish the updated version at a new version-specific URL (for example, /agency-msa/v3-YYYY-MM-DD) and note the new effective date. The version of this Agreement you accepted at signup remains accessible at its version-specific URL for the life of your account.

For non-material changes (clarifications, formatting, corrections), the updated version takes effect immediately and applies to your continued use of the Service. For material changes — including changes that expand your obligations, restrict your rights, change the parties' allocation of risk, or change the categories of information processed or the way personal information is handled — Fire Call will (a) provide at least thirty (30) days' advance notice by email to your administrator or in-product notice, and (b) require your administrator to affirmatively re-accept the new version through the Service before your continued use of the Service is permitted after the effective date. If you do not affirmatively accept a material change, you may terminate your subscription before the effective date and receive a pro-rated refund of prepaid fees for the unused portion of the then-current billing period.

19. Notices

Notices to Fire Call must be sent to legal@firecall.us. Notices to you may be sent to the email address of your administrator on file with the Service, or delivered by in-product notice. Notices are effective on the day sent if sent before 5:00 p.m. Mountain Time on a business day, and otherwise on the next business day.

You will keep your administrator's contact information current. Fire Call is not responsible for notices that fail to reach you because the email address on file is out of date or undeliverable.

20. Service Levels

Fire Call will use commercially reasonable efforts to maintain high availability of the Service. Except as expressly set forth in a written order form signed by both parties, Fire Call makes no service-level commitment, no uptime percentage guarantee, and no service-credit obligation under this Agreement.

Service-level commitments tailored to a particular Customer's needs — for example, a specific Monthly Uptime Percentage target with associated remedies or service credits — may be agreed in a written order form signed by both parties. Where such commitments are agreed, the order form will control over this Section for that order, consistent with the conflict-resolution rules in Section 1.

Support. Fire Call provides commercially reasonable email-based support during U.S. business hours (Monday through Friday, 9:00 a.m. to 5:00 p.m. Mountain Time, excluding U.S. federal holidays).

21. Insurance Coverage

Throughout the term of this Agreement, Fire Call will maintain, at its own expense and from reputable insurers, the following insurance coverage with limits at least equal to the amounts shown (which may be satisfied through a combination of primary and excess policies):

• Technology errors & omissions / cyber liability: at least one million U.S. dollars ($1,000,000) per claim and in the aggregate, covering claims arising from the Service, security incidents, privacy breaches, and unauthorized access to or disclosure of personal information.
• Commercial general liability: at least one million U.S. dollars ($1,000,000) per occurrence and two million U.S. dollars ($2,000,000) in the aggregate.
• Workers' compensation: as required by applicable law for Fire Call's employees.

Upon written request, Fire Call will provide a certificate of insurance evidencing the coverage in this Section. The existence of insurance does not limit Fire Call's liability under this Agreement.

22. Insurance Regulatory Cooperation

Fire Call acknowledges that the Customer is, or may be, subject to laws and regulations applicable to insurance agencies and their service providers, including the Gramm-Leach-Bliley Act and its implementing regulations (including the FTC Safeguards Rule), the New York Department of Financial Services Cybersecurity Regulation (23 NYCRR Part 500), the NAIC Insurance Data Security Model Law as adopted in various states, and state insurance department regulations governing vendor oversight, recordkeeping, and consumer protection (together, "Insurance Sector Regulations").

Fire Call will (a) maintain administrative, technical, and physical safeguards designed to meet generally accepted standards for service providers to GLBA-regulated entities and the technical requirements of 23 NYCRR Part 500 applicable to third-party service providers, (b) reasonably cooperate with the Customer's vendor due-diligence inquiries and reasonable annual reassessments, (c) reasonably cooperate with inquiries from the Customer's state insurance commissioner or other supervisory authority that relate to the Service and the Customer's use of it, and (d) notify the Customer of any Security Incident in the timeframe and manner set forth in the Data Processing Addendum so that the Customer can meet its own regulator-notification obligations.

The Customer remains responsible for its own compliance with Insurance Sector Regulations, including making any notifications or filings to its regulators that those regulations require.

23. AI and Automated Decision Boundaries

The Service uses automated processing and artificial intelligence (including, as of the effective date of this Agreement, large language models and image-processing models provided by Google as a subprocessor) to support inspection workflows. Examples include classifying hazards in submitted photos, extracting text from inspection-related documents, and suggesting hazard categories or severity scores.

Outputs are decision-support, not decisions. The Customer acknowledges that AI-generated and automated outputs of the Service are intended as decision-support, are probabilistic, may contain errors or omissions, and are not a substitute for professional judgment by a qualified human. Fire Call does not warrant the accuracy, completeness, fairness, or fitness for purpose of any AI-generated output.

Customer responsibility for human review. The Customer is solely responsible for ensuring that a qualified human, employed or engaged by the Customer, independently reviews any AI-generated or automated output of the Service before that output is relied upon for any decision that materially affects an insurance client or other data subject, including any decision regarding policy underwriting, issuance, renewal, non-renewal, cancellation, premium pricing, coverage scope, claims handling, or referral for remediation. The Customer will not use AI-generated outputs of the Service as the sole basis for any such decision.

No protected-class processing. The Customer will not configure or use the Service, and will not direct Fire Call to use the Service, to make or assist any decision based on a data subject's race, color, religion, national origin, sex, sexual orientation, gender identity, disability, familial status, age, marital status, or other characteristic protected under applicable anti-discrimination or fair-lending laws. The Customer represents that its use of the Service complies with applicable anti-discrimination and fair-treatment laws.

Aggregated improvement. Fire Call may use de-identified and aggregated data derived from use of the Service to evaluate, test, and improve its automated systems, in each case in compliance with the Data Processing Addendum and applicable privacy law. Fire Call will not use the personal information of identified individuals to train models that are made available outside the Service, except with the controlling Customer's prior written consent.

24. Miscellaneous

Independent contractors. The parties are independent contractors. This Agreement does not create a partnership, joint venture, employment, or agency relationship between them.

Assignment. You may not assign this Agreement or any rights under it without Fire Call's prior written consent, except to a successor in a merger, acquisition, or sale of substantially all of your assets, provided the successor is not a competitor of Fire Call. Fire Call may assign this Agreement freely. Any assignment in violation of this section is void.

Force majeure. Neither party is liable for delay or failure to perform (other than payment obligations) due to events beyond its reasonable control, including natural disasters, wildfires, acts of war or terrorism, civil unrest, pandemics, internet or telecommunications failures, or actions of governmental authorities.

Severability. If any provision of this Agreement is held unenforceable, the remaining provisions remain in full force, and the unenforceable provision will be modified to the minimum extent needed to make it enforceable while preserving the parties' intent.

No waiver. A party's failure to enforce a provision of this Agreement is not a waiver of its right to enforce that provision later.

Entire agreement. This Agreement, together with the Data Processing Addendum and any order forms or written amendments signed by both parties, is the entire agreement between the parties about its subject matter and supersedes all prior agreements, communications, and understandings, whether written or oral.

Counterparts and electronic acceptance. This Agreement may be accepted electronically. Electronic acceptance has the same legal effect as a signed paper original.

25. Contact

Questions about this Agreement should be directed to: legal@firecall.us