Version 2026-09-09.1

Slate Protected Market Agreement

Last Updated: September 9, 2026

This Slate Protected Market Agreement ("Agreement") is a binding business-to-business agreement between adsystems.io LLC, doing business as Slate AI ("Slate"), and the insurance agency or licensed producer accepting it ("Member"). This Agreement applies only to Slate's Protected Market product for property and casualty agencies. Slate's life-agent products, its Productized Self-Serve PPL Wallet, and Slate Gold are governed separately and are not part of a Protected Market.

IMPORTANT PURCHASE TERMS

1. Business Use and Authority

Member represents that Member is at least 18 years old, is acting for a legitimate United States insurance agency or brokerage, has authority to bind that business, and will use the Protected Market only for lawful business purposes. Member is responsible for its producers, staff, and other authorized users and for holding, in every state inside the Protected Market, the producer licenses, lines of authority, carrier appointments, and registrations required to quote and bind the selected line.

2. Protected Market Defined

A "Protected Market" is the combination of (a) one United States state, (b) one line: Auto, Home, or Life, and (c) leads that Slate generates through its own Protected Market campaigns for that state and line ("Slate Flow"). For the Life line, Member selects the life products Slate will advertise for Member's agency (for example term life, indexed universal life, final expense, or mortgage protection). Those selections describe what Slate builds for Member; they do not give Member any right over Slate's separate life-agent product lines, which Slate continues to sell to life agents in every state.

3. Conditional Exclusive License

While a Protected Market is Reserved or Claimed under Section 4, Slate will route every qualifying lead from that market's Slate Flow to Member and to no other Slate account. Exclusivity applies only to Slate Flow. It does not restrict Slate's other products, does not restrict any third party, and does not restrict a consumer from contacting another agency on their own. The license is non-transferable, may not be resold or sublicensed, and ends automatically when the market is Released.

4. Reservation, Claim, and Release

Reservation. When Member selects a state and line during setup, Slate reserves that market for up to 72 hours while Member completes payment. A reservation that is not paid within 72 hours expires and the market becomes available to others.

Claim. The market is Claimed when Slate's payment processor confirms Member's first membership payment. Slate will confirm the claim in the portal.

Additional lines. A Member may claim additional markets from the portal. Each additional market is a separate line or state and is governed by this Agreement.

Release. A Claimed market is Released when (a) Member cancels the membership, (b) the membership remains past due for 14 days after a failed renewal, (c) Member materially breaches this Agreement, or (d) Slate ends the Protected Market product in that state with at least 30 days' written notice. Slate may also set a minimum monthly lead-spend requirement for a market on at least 30 days' written notice; a market that misses the requirement in two consecutive months may be Released. A Released market may be offered to another account. Release does not refund any membership period, wallet funding, or lead charge.

5. Launch and Supply

Slate builds the advertising for a Protected Market after it is Claimed. Delivery begins only after Slate's campaigns are live, Slate has current cost data for the line, Member's wallet holds available credit, and Member has confirmed variable pricing and a daily lead cap in the portal. Slate typically launches within a few business days of a claim but does not promise a start date. During the first 90 days Slate measures what the market actually produces and reports it to Member; Slate does not promise a monthly lead count before or after that period.

6. Subscription Billing

Member authorizes Slate and its payment processor to charge $500 at purchase and every 14 days thereafter until cancellation becomes effective. Slate will display the next renewal date at checkout and in available billing controls. Membership continues until canceled. Member may cancel future renewals through available billing controls or by contacting Slate. Cancellation does not reverse a completed charge, refund a prior membership period, refund wallet funding, or excuse amounts already incurred. Slate may retry failed payments through the processor's ordinary dunning process.

7. Lead Wallet and Automatic Refill

The lead wallet is a prepaid ledger balance used only for Protected Market lead charges. Wallet credits are not a bank deposit, do not earn interest, are non-transferable, and have no cash value outside Slate. Member authorizes the initial funding amount shown at checkout. If automatic refill is enabled, Member authorizes Slate to charge the displayed refill amount when the available wallet balance reaches the displayed threshold. Member may disable future automatic refills. Disabling refill may pause lead delivery when the available balance cannot cover the required hold.

8. Member Lead Rate

"Member Lead Rate" means the proprietary commercial amount charged for an eligible lead. The rate is derived using Slate's proprietary cost methodology and may include advertising and media acquisition, OTP and identity verification, fraud prevention, consent evidence, data and enrichment, payment processing, technology infrastructure, software usage, AI and token usage, routing and delivery systems, operational expenses, risk allowances, unsuccessful campaign spend allocated under Slate's methodology, and other costs associated with providing the service. The Member Lead Rate is not a reimbursement or direct pass-through of Meta spend, Meta-reported cost per lead, or any individual Slate expense. It may include allocated costs and a commercial margin. Slate's underlying expenses, allocations, campaign economics, calculation methodology, and margins are confidential and proprietary. Member is purchasing lead delivery at the Member Lead Rate, not an audit right into Slate's business.

9. Variable Pricing, Holds, and Settlement

Slate estimates the Member Lead Rate for a line using recent cost information. Before delivery, Slate places a temporary hold against the lead wallet equal to the current estimate plus a safety buffer. After the applicable media-cost period closes and Slate validates its cost inputs, Slate settles the lead at the final Member Lead Rate, releases any unused portion of the hold, and may deduct more than the hold when the final rate is higher. If a settlement exceeds the available balance, the shortfall remains due and new delivery waits for funding. If reliable cost data is unavailable, stale, or anomalous, Slate may reduce or pause delivery. Member confirms variable pricing for each line in the portal before that line delivers; that confirmation is recorded and forms part of this Agreement.

10. Lead Delivery and Verification

A lead is delivered when Slate makes it available in the portal, routes it to Member or an authorized user, or transmits it to a destination selected by Member. Slate may use OTP, identity, phone, duplicate, fraud, and consent verification. Verification shows that a stated verification step occurred. It does not guarantee that information remains accurate, that the consumer will answer, qualify, request a quote, accept a quote, bind, or remain a customer. Member's daily lead cap limits quantity, not total spend.

11. No Replacements; Billing Corrections

Protected Market pricing reflects the product's verified, variable-cost structure and does not include replacement rights. A disconnected number, non-response, lack of interest, inaccurate consumer statement, ineligible risk, declined quote, or failure to bind is not grounds for a replacement, refund, or credit. If Slate confirms that it charged the same delivery twice, delivered to the wrong account, delivered a lead from outside Member's Protected Market, or made another mechanical billing or delivery error, Slate may correct the ledger. A correction is not a lead-quality replacement.

12. Member Responsibilities

Member controls and is solely responsible for all calls, texts, emails, quotes, rating, underwriting submissions, binding, sales practices, and insurance activity. Member will comply with the TCPA, Do-Not-Call rules, CAN-SPAM, state insurance codes, producer licensing rules, carrier requirements, rebating and inducement rules, privacy laws, and all other applicable requirements. Slate's tools, consent records, and evidence are not legal, compliance, tax, or insurance advice.

13. Payment Failure, Disputes, and Suspension

Slate may immediately pause lead delivery or platform access for a failed membership charge, insufficient wallet balance, failed automatic refill, chargeback, fraud concern, unlawful activity, security risk, or material breach. Member will first contact Slate and provide a reasonable opportunity to investigate a billing concern before initiating a payment dispute. An unauthorized or abusive chargeback is a material breach and Releases the Protected Market. Slate may preserve and submit acceptance, payment, wallet, delivery, login, and usage records in any dispute.

14. Confidentiality and Intellectual Property

Slate owns its platform, campaigns, funnels, creative assets, audiences, pricing methodology, cost allocations, data models, software, prompts, systems, and improvements. Member receives a limited, non-exclusive, non-transferable right to use the platform while active and in good standing, together with the conditional exclusive license in Section 3. Member will not copy, scrape, reverse engineer, disclose, or use Slate's non-public methods or information to bypass Slate or build a competing system.

15. Disclaimers and Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE PROTECTED MARKET, THE PLATFORM, SERVICES, LEADS, DATA, AND DOCUMENTATION ARE PROVIDED "AS IS" AND "AS AVAILABLE." SLATE DISCLAIMS IMPLIED WARRANTIES INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES OR FOR LOST PROFITS, REVENUE, GOODWILL, DATA, OR OPPORTUNITY. SLATE'S TOTAL AGGREGATE LIABILITY ARISING FROM THE PROTECTED MARKET WILL NOT EXCEED THE GREATER OF $100 OR THE AMOUNT MEMBER PAID TO SLATE FOR THE PROTECTED MARKET DURING THE SIX MONTHS BEFORE THE FIRST EVENT GIVING RISE TO THE CLAIM.

16. Indemnification

Member will defend, indemnify, and hold harmless Slate and its affiliates, owners, personnel, suppliers, and processors from third-party claims, investigations, penalties, losses, and reasonable legal fees arising from Member's communications, insurance activity, legal violations, misuse of lead data, authorized users, negligence, fraud, or material breach.

17. Dispute Resolution

Wyoming law governs this Agreement, except that the Federal Arbitration Act governs arbitration. Before filing a formal claim, the complaining party will provide written notice and allow 30 days for good-faith resolution. Except for qualifying small-claims matters or temporary injunctive relief, disputes will be resolved by binding individual arbitration administered by JAMS under its commercial rules, or AAA if JAMS is unavailable, with Sheridan County, Wyoming as the legal seat. EACH PARTY WAIVES TRIAL BY JURY AND PARTICIPATION IN CLASS, COLLECTIVE, CONSOLIDATED, PRIVATE-ATTORNEY-GENERAL, OR REPRESENTATIVE ACTIONS. Member may opt out of arbitration by written notice to admin@adsystems.io within 30 days after first accepting this Agreement.

18. Changes, Electronic Acceptance, and Notices

Slate may change future pricing, features, or terms prospectively. A material Agreement change will receive a new version and require acceptance before further purchases or delivery. Electronic acceptance is Member's signature. Slate may retain the Agreement version, account and user identifiers, email, timestamp, IP address, user agent, reading time, scroll-to-end evidence, checkout disclosures, payment authorization, variable-pricing confirmation, wallet authorization, market reservation and claim records, and related records. Notices to Slate must be sent to admin@adsystems.io and adsystems.io LLC d/b/a Slate AI, 1309 Coffeen Avenue, Suite 1200, Sheridan, Wyoming 82801.

By accepting, Member confirms that Member has read, understands, and agrees to this Agreement.