Our terms of service,
in plain English first.

3.1

Acceptance of these terms.

These Terms of Service (the "Terms") govern your access to and use of the mnw website at mnw.agency, the mnw AI voice advisor, any other mnw-branded service that links to these Terms (collectively, the "Service"), and any insurance application you submit through the Service. By accessing or using the Service, by clicking "I agree" or a similar control where presented, or by continuing a conversation with the AI advisor after the recording disclosure, you agree to be bound by these Terms.

If you do not agree to these Terms, you must not access or use the Service.

We may require you to accept updated Terms before you continue using the Service. If you do not accept the updated Terms, your sole remedy is to discontinue use of the Service.

3.2

Eligibility.

To use the Service you must:

• Be at least 18 years of age.
• Be a natural person, not a corporation, trust, or other entity, except where you are acting in a documented representative capacity for a natural-person applicant.
• Be a resident of a U.S. state, the District of Columbia, or a U.S. territory in which mnw is licensed to solicit insurance. The list of states in which mnw is currently licensed is maintained at mnw.agency/licensing.
• Have the legal capacity to enter into a binding agreement.

You represent and warrant that the information you provide about yourself is true, accurate, and complete, and that you will keep that information current.

3.3

Definitions.

For purposes of these Terms:

• "mnw," "we," "us," "our" means Meanwhile Agency LLC, a Delaware limited liability company. In the State of California, Meanwhile Agency LLC solicits insurance under the approved fictitious name Meanwhile Insurance Agency LLC.
• "You," "your" means the natural person who accesses or uses the Service or who is the prospective insured under an application submitted through the Service.
• "AI advisor" means the artificial-intelligence voice agent through which you interact with mnw to discuss insurance products and complete an insurance application.
• "Carrier" means an insurance company whose product is offered through the Service.
• "Application" means an application for an insurance policy submitted through the Service to a Carrier.
• "Policy" means an insurance contract issued by a Carrier as a result of an Application.
• "Communications" means any electronic notice, disclosure, agreement, application, signature, record, or other communication delivered through the Service.

3.4

Account and authentication.

To use the full Service you create an account. Authentication is by passwordless magic link delivered to the email address you provide.

You are responsible for:

• The accuracy of the email address and other identifiers you provide.
• Maintaining access to and the security of the email account associated with your mnw account.
• All activity that occurs through your account, including any Application or instructions submitted via your account.

You agree to notify us immediately at support@mnw.agency of any unauthorized access to or use of your account.

We may suspend, restrict, or terminate your account if we reasonably believe you have violated these Terms, have provided false information, are engaged in fraudulent or abusive activity, or are using the Service in a manner that creates regulatory or compliance risk.

3.5

The agency relationship.

mnw is a licensed insurance producer agency. The Carriers we represent are independent third parties that issue and underwrite Policies. mnw is not an insurance carrier and does not assume insurance risk.

When you apply for a Policy through the Service:

• mnw acts as the producer of record for the Application.
• The Carrier underwrites the risk, decides whether to issue the Policy, and issues the Policy on its own paper.
• The Policy contract is between you and the Carrier, not between you and mnw.
• The Carrier's own terms, disclosures, illustrations, and Policy language govern the Policy. In the event of any conflict between these Terms and the Carrier's Policy contract on a matter governed by the Policy, the Policy controls.

mnw is compensated by the Carrier in the form of commission on the Application and, in some cases, override or renewal commission. The amount and structure of commission may vary by Carrier and product. You do not pay mnw separately for use of the Service or for any Application; commission is part of the premium you pay the Carrier and is disclosed in the Carrier's illustration.

The AI advisor does not have a per-policy commission incentive. mnw's compensation does not depend on which Carrier or product the advisor recommends to you among the Carriers and products with which mnw has appointed.

3.6

The AI advisor.

The AI advisor is an artificial-intelligence agent operated by mnw. The advisor:

• Is not a human and does not hold an insurance producer license in its own name. The licensed entity is Meanwhile Agency LLC and its licensed individual producers.
• Provides an insurance recommendation based on the information you provide and the products with which mnw is appointed.
• Does not provide legal, tax, accounting, or investment advice. You should consult your own attorney, accountant, or financial advisor for those topics.
• May make mistakes. Any recommendation the advisor makes is reviewed by a licensed human producer before any Application is submitted to a Carrier. The human reviewer may modify or reject the recommendation.

You may ask the AI advisor at any time to be connected with a licensed human producer. The advisor will route you to a human producer during operating hours and will schedule a callback outside operating hours.

3.7

Recording and transcripts.

mnw records all telephone and voice-over-IP conversations between you and the AI advisor or an mnw human producer. The AI advisor announces this fact at the start of each conversation.

By continuing the conversation after the recording disclosure, you consent to the recording in all jurisdictions where mnw operates, including in states requiring all-party consent to call recording. Those states currently include California, Connecticut, Delaware, Florida, Illinois, Maryland, Massachusetts, Michigan, Montana, Nevada, New Hampshire, Oregon, Pennsylvania, and Washington, among others.

Recordings and the associated written or computer-generated transcripts are used and retained as described in the Privacy Policy, and for the periods required by the insurance regulations of the state in which the Application is solicited.

If you do not consent to recording, you may not use any telephone or voice-over-IP call with mnw. Form, upload, and chat paths are planned non-voice continuations where available; until those routes are live, ask for a licensed human follow-up or email support before starting the call.

3.8

Electronic signatures and electronic delivery (ESIGN / UETA).

The federal Electronic Signatures in Global and National Commerce Act ("ESIGN") and the Uniform Electronic Transactions Act ("UETA"), as adopted by each U.S. state, permit you to sign documents electronically and to receive disclosures and other Communications in electronic form. By accepting these Terms, you consent to the following:

• Electronic signature. You consent to the use of electronic signatures on Applications, disclosures, replacement notices, beneficiary designations, illustration acknowledgements, suitability certifications, and any other documents necessary to complete and submit an Application through the Service, and you agree that your electronic signature has the same legal effect as a handwritten signature.
• Electronic delivery. You consent to receive Communications from mnw in electronic form, including by email and by display through the Service. Where a Carrier permits electronic delivery of the Policy and related disclosures, you consent to electronic delivery of those documents as well. Where a Carrier requires paper delivery of the Policy or any disclosure, the Carrier will deliver those documents in paper form.
• Hardware and software. To access and retain Communications you need: a device capable of accessing the internet; a current web browser; a current PDF reader; and an active email account capable of receiving email from mnw.agency and our Carriers and processors.
• Right to withdraw consent. You may withdraw your consent to electronic signatures or electronic delivery at any time by emailing support@mnw.agency. Withdrawal applies prospectively only and does not affect the legal effect of any signature or Communication already delivered. If you withdraw consent before an Application is complete, mnw may not be able to complete the Application through the Service.
• Right to request paper copy. You may request a paper copy of any Communication previously delivered electronically by emailing support@mnw.agency. We will provide a paper copy at no charge.
• Updating your information. You agree to keep the email address and other contact information associated with your account current. If we send a Communication to the email address on file and the email is not delivered or is not read, the Communication is still effective.

3.9

No legal, tax, or investment advice.

The Service, including the AI advisor, provides insurance information and insurance recommendations. The Service does not provide legal advice, tax advice, accounting advice, or investment advice. Statements made by the AI advisor or by mnw personnel about the tax treatment of an insurance product, the suitability of a product for your estate plan, the treatment of policy proceeds under federal or state law, or any similar topic, are for general information only and are not a substitute for advice from a qualified professional retained by you.

You are solely responsible for any decision to apply for, purchase, replace, surrender, or modify any insurance policy. You should consult your own attorney, accountant, RIA, or other qualified professional before making such a decision.

3.10

Replacement and 1035 exchanges.

If you are considering replacing an existing insurance policy or annuity contract with a Policy applied for through the Service, including by means of a Section 1035 exchange under the Internal Revenue Code, you understand that:

• The Carrier requires, and we will collect from you, a replacement disclosure form that compares the existing coverage to the proposed coverage.
• Replacement may have material consequences, including surrender charges on the existing contract, loss of cost basis advantages, contestability period reset, suicide-exclusion period reset, new commission load, and tax consequences.
• Section 1035 of the Internal Revenue Code permits certain like-kind exchanges to occur without immediate income tax recognition, subject to specific requirements. mnw does not provide tax advice. You should consult your tax advisor.
• The replacement is subject to the laws and disclosure requirements of your state of residence, including the National Association of Insurance Commissioners ("NAIC") Life Insurance and Annuities Replacement Model Regulation as adopted by your state.

The voice agent's handling of replacement questions, and the disclosures the agent provides, are designed to comply with the strictest replacement-disclosure regime among the states in which mnw is licensed.

3.10A

Rollover transactions and annuity recommendations.

If your transaction involves the rollover of assets from an employer-sponsored retirement plan (including a 401(k), 403(b), 457, or similar plan) or from an Individual Retirement Account ("IRA") into an annuity or other Policy made available through the Service, you understand that:

• The U.S. Department of Labor's Prohibited Transaction Exemption 2020-02 ("PTE 2020-02") and related rules under the Employee Retirement Income Security Act of 1974 ("ERISA") and Section 4975 of the Internal Revenue Code impose a federal best-interest standard on rollover recommendations involving qualified retirement assets.
• mnw acts in your best interest with respect to any such rollover recommendation. The AI advisor and any licensed human producer involved in the case will document the recommendation, the basis for the recommendation, and the alternatives considered (including leaving the assets in the existing plan or rolling to a regular IRA in lieu of an annuity), and will deliver the documentation to you in writing before any rollover is executed.
• The documentation will include: the relevant fees and expenses inside and outside the proposed contract, any features or protections of the existing plan or IRA that you would forgo as a result of the rollover (including, where applicable, the availability of plan loans, creditor protections, and institutional-share-class pricing), and the compensation mnw and the producer will receive on the transaction.
• mnw's compliance with PTE 2020-02 is monitored on each case; the documentation described above is retained as part of the case audit record.

3.11

Acceptable use.

You agree not to:

• Use the Service to commit fraud, misrepresent any fact material to an insurance application, impersonate another person, or assist any other person in doing so.
• Submit false, misleading, or inaccurate information in any Application or in any conversation with the AI advisor.
• Use the Service to apply for insurance on the life of a person other than yourself or a person on whose life you have an insurable interest as defined by applicable state law.
• Access the Service or any portion of the Service by any automated means, including bots, scrapers, crawlers, or any technology other than an ordinary web browser or a telephone call, except as expressly permitted by us in writing.
• Reverse engineer, decompile, disassemble, or attempt to derive the source code of the Service or any portion of it, except as required by law.
• Use the Service or the AI advisor for any purpose other than the lawful evaluation, application for, and management of insurance products offered through the Service.
• Use the Service in any manner that interferes with or disrupts the integrity, security, or performance of the Service.

We may suspend or terminate your access to the Service for any violation of this Section 3.11.

3.12

Intellectual property.

The Service, including all software, text, images, audio, video, design, trademarks, logos, and other content, is owned by mnw or its licensors and is protected by U.S. and international intellectual property laws. We grant you a limited, revocable, non-exclusive, non-transferable license to access and use the Service for the purpose described in these Terms. All other rights are reserved.

"mnw," the mnw logo, and any other marks identified as trademarks of mnw on the Service are trademarks of Meanwhile Agency LLC. Other marks displayed on the Service are the property of their respective owners.

Content you provide through the Service, including Voice Recordings, Transcripts, and Application information, is governed by the Privacy Policy. You retain ownership of such content; you grant us a worldwide, royalty-free license to use, store, process, transmit, and display such content for the purposes set out in the Privacy Policy.

3.13

Disclaimers and warranties.

To the maximum extent permitted by applicable law:

• The Service is provided "as is" and "as available." mnw makes no warranties, express or implied, regarding the Service, including any implied warranty of merchantability, fitness for a particular purpose, or non-infringement.
• mnw does not warrant that the Service will be uninterrupted, error-free, secure, or free of viruses or other harmful code.
• mnw does not warrant the accuracy, completeness, or timeliness of any information provided through the Service, including any information about a Carrier's product, any premium illustration, any underwriting outcome, or any tax or legal consequence.
• The warranties set out in this Section 3.13 are not exclusive of any warranty that a Carrier may provide as part of a Policy issued to you, and these Terms do not modify any such Carrier warranty.

Some jurisdictions do not permit the exclusion of certain warranties; the disclaimers in this Section apply to the maximum extent permitted by the law of your state of residence.

3.14

Limitation of liability.

To the maximum extent permitted by applicable law:

• mnw and its officers, directors, employees, contractors, agents, and affiliates will not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages arising out of or related to the Service, including loss of profits, loss of data, loss of goodwill, or business interruption, even if mnw has been advised of the possibility of such damages.
• mnw's aggregate liability for any claim arising out of or related to the Service is limited to the greater of (a) $1,000 USD or (b) the total amount of commission mnw has actually received from Carriers on Policies applied for through your account in the 12 months preceding the event giving rise to the claim.
• The limitations in this Section 3.14 do not apply to liability that cannot be excluded or limited under applicable law, including for gross negligence, willful misconduct, fraud, or violation of consumer-protection statutes.

3.15

Indemnification.

You agree to indemnify, defend, and hold harmless mnw and its officers, directors, employees, contractors, agents, and affiliates from and against any third-party claim, loss, damage, liability, cost, or expense (including reasonable attorneys' fees) arising out of or related to:

• Your breach of these Terms.
• Your violation of any law or regulation.
• Your submission of false or misleading information in any Application or to the AI advisor.
• Your unlawful or unauthorized use of the Service.

mnw will provide you with prompt notice of any such claim and will cooperate, at your expense, in your defense. You may not settle any claim that imposes any obligation on mnw without mnw's prior written consent.

3.16

Dispute resolution and arbitration.

Informal resolution first.

Before initiating arbitration or any other formal proceeding, you agree to attempt to resolve the dispute informally by sending written notice to compliance@mnw.agency describing the dispute, the relief sought, and your contact information. mnw will attempt to resolve the dispute within 60 days of receiving the notice. If the dispute is not resolved within 60 days, either party may initiate arbitration.

Binding individual arbitration.

Any dispute, claim, or controversy arising out of or relating to the Service or these Terms, including the validity, enforceability, or scope of this Section, will be resolved by binding individual arbitration administered by JAMS under its Comprehensive Arbitration Rules and Procedures, or, if the amount in dispute is below the JAMS Streamlined Arbitration threshold, under its Streamlined Arbitration Rules and Procedures. The arbitration will be conducted in Delaware, or, at your election, by remote hearing. The arbitrator's decision is final and binding. Judgment on the award may be entered in any court of competent jurisdiction.

Class-action waiver.

You and mnw each waive the right to participate in any class action, collective action, or representative action against the other. The arbitrator may not consolidate the claims of multiple parties and may not award class-wide relief.

Carve-outs.

Notwithstanding the foregoing:

• Either party may bring an individual action in small-claims court if the action qualifies under the rules of that court.
• Either party may seek injunctive or other equitable relief in a court of competent jurisdiction to protect its intellectual property, confidentiality, or other rights for which monetary damages are inadequate.
• Nothing in this Section limits your right to file a complaint with the state insurance department in your state of residence or with any other regulator with jurisdiction over mnw.

State-law restrictions.

In some states, mandatory arbitration of consumer insurance disputes is restricted or prohibited. To the extent this Section is unenforceable under the law of your state of residence as applied to a particular dispute, the parties will resolve that dispute in the state or federal courts of Delaware and each party consents to the personal jurisdiction of those courts.

30-day opt-out.

You may opt out of this arbitration agreement and the class-action waiver by sending written notice to legal@mnw.agency within 30 days of first accepting these Terms. The notice must include your name, email address, and a statement that you are opting out of the arbitration agreement. Opting out will not affect any other provision of these Terms.

3.17

Governing law.

These Terms are governed by the laws of the State of Delaware, without regard to its conflict-of-laws principles, except where the law of your state of residence applies a mandatory consumer-protection rule that cannot be displaced by contract. The Federal Arbitration Act governs the interpretation and enforcement of Section 3.16.

3.18

Changes to these Terms.

We may update these Terms from time to time. When we make material changes, we will:

• Update the Effective Date and Version at the top of these Terms.
• Provide reasonable notice to existing account holders, including email notice at least 30 days before the material change takes effect.
• Maintain prior versions at /terms/v[n].

For non-material changes, we may update the Terms and update the Effective Date without separate notice. Continued use of the Service after the effective date of any change constitutes acceptance of the updated Terms.

If you do not accept a material change, your sole remedy is to discontinue use of the Service and close your account.

3.19

Termination.

You may terminate your account at any time by emailing support@mnw.agency. Termination does not affect:

• Any Application already submitted to a Carrier.
• Any Policy already issued by a Carrier; the Policy is between you and the Carrier and continues according to its own terms.
• Any obligation under these Terms that by its nature survives termination, including Sections 3.7 (recording and transcripts, with respect to recordings already made), 3.12 (intellectual property), 3.13 (disclaimers), 3.14 (limitation of liability), 3.15 (indemnification), 3.16 (dispute resolution), and 3.17 (governing law).

We may terminate or suspend your access to the Service at any time, with or without cause, with or without notice, subject to applicable law and any contractual or regulatory obligation we owe you.

3.20

Miscellaneous.

• Entire agreement. These Terms, together with the Privacy Policy and any other document expressly incorporated by reference, constitute the entire agreement between you and mnw regarding the Service. They supersede any prior agreement on the subject matter.
• Severability. If any provision of these Terms is held unenforceable, the remaining provisions remain in full force and the unenforceable provision will be modified to the minimum extent necessary to make it enforceable.
• No waiver. A failure or delay by mnw in enforcing any provision is not a waiver of the provision.
• Assignment. You may not assign these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, financing, reorganization, or sale of assets.
• No third-party beneficiaries. Except for mnw's affiliates, officers, directors, employees, contractors, and agents (each of whom is an intended third-party beneficiary of the indemnification, disclaimer, limitation-of-liability, and dispute-resolution provisions), these Terms do not create any third-party-beneficiary rights.
• Notices to mnw. Legal notices to mnw must be sent to legal@mnw.agency and to Meanwhile Agency LLC, 1209 Orange Street, Wilmington, DE 19801, Attn: Legal.
• Notices to you. Notices from mnw may be sent to the email address associated with your account or by display through the Service.
• Force majeure. Neither party is liable for any failure to perform caused by an event beyond its reasonable control, including acts of God, war, terrorism, civil disturbance, government action, labor stoppage, power failure, internet failure, or pandemic.

3.21

Contact.

Questions or concerns about these Terms may be directed to:

• Email: legal@mnw.agency
• Mail: Meanwhile Agency LLC, 1209 Orange Street, Wilmington, DE 19801, Attn: Legal

For disputes or complaints, the first stop is compliance@mnw.agency. You may also contact the insurance department of your state of residence at any time.