This Nuveda AI Active Advisor & Inactivity Policy (“Inactivity Policy”) establishes the requirements for maintaining active participation in the Nuveda AI Business Advisor Program and the procedures that may apply when a Business Advisor becomes inactive.
This Inactivity Policy forms part of and is incorporated into the Nuveda AI Business Advisor Agreement (“Business Advisor Agreement”).
No separate signature or separate electronic acceptance of this Policy is required. An Advisor accepts this Policy by electronically accepting the Business Advisor Agreement.
1. Purpose
The Nuveda AI Business Advisor Program is intended for Advisors who remain meaningfully engaged with the Program.
The purpose of this Policy is to:
- define Active Advisor Status;
- identify activity that demonstrates legitimate participation;
- prevent abandoned or dormant Advisor accounts from remaining indefinitely active;
- protect customers and sales opportunities;
- maintain accurate Advisor records;
- protect the integrity of customer attribution;
- establish a fair inactivity-notice process;
- provide Advisors with an opportunity to remain active where appropriate;
- permit Nuveda AI to suspend or terminate inactive Advisors; and
- establish how inactivity interacts with commission eligibility.
Nuveda AI does not require an Advisor to make a sale every 90 days merely to remain active.
The focus of this Policy is meaningful participation, not simply sales volume.
2. Active Advisor Status
An Advisor is considered an Active Advisor when the Advisor:
- remains authorized under the Business Advisor Agreement;
- maintains required Academy qualification or certification;
- completes required compliance or continuing-education updates;
- maintains accurate contact and payment information;
- maintains required account and identity-verification status;
- complies with applicable Program policies;
- remains reasonably responsive to material Nuveda AI communications; and
- engages in Qualifying Advisor Activity within the applicable activity period.
Active Advisor Status does not guarantee leads, customers, commissions, assignments, or income.
3. Qualifying Advisor Activity
“Qualifying Advisor Activity” means bona fide participation reasonably connected to the Business Advisor Program.
Qualifying Advisor Activity may include:
- legitimate prospecting;
- contacting legitimate prospective customers;
- entering valid prospect information into an authorized Nuveda AI system;
- conducting customer discovery;
- attending or facilitating sales meetings;
- conducting approved follow-up with prospects;
- developing an active sales opportunity;
- participating in an approved demonstration;
- coordinating with a Forward-Deployed Engineer;
- supporting an active eligible customer relationship;
- assisting with authorized customer onboarding;
- participating in approved account-expansion activity;
- completing required Academy training;
- completing required continuing education;
- completing mandatory compliance training;
- responding to required Nuveda AI Program communications;
- maintaining documented activity in the Advisor Center or CRM;
- participating in approved Nuveda AI Advisor meetings or events; or
- other legitimate Business Advisor activity recognized by Nuveda AI.
Nuveda AI may use commercially reasonable records to determine whether Qualifying Advisor Activity occurred.
4. Activity Does Not Require a Sale
A Business Advisor is not required to close a customer transaction every 90 days solely to maintain Active Advisor Status.
An Advisor who is legitimately prospecting, conducting discovery, developing opportunities, completing required training, supporting customers, or otherwise participating meaningfully may remain Active even without a completed sale.
This distinction is intended to prevent the inactivity standard from operating as an arbitrary sales quota.
5. Activity Must Be Genuine
Activity undertaken solely to avoid inactive status may be disregarded if it lacks a legitimate business purpose.
Examples may include:
- fabricated prospect records;
- meaningless CRM entries;
- repeatedly logging into the Advisor Center without conducting legitimate activity;
- sending communications to nonexistent prospects;
- registering fake leads;
- duplicate registrations intended only to show activity;
- automated or artificial activity designed to manipulate activity records; or
- other sham activity.
Fraudulent activity may result in disciplinary action under the Business Advisor Agreement and Suspension & Termination Policy.
6. 90-Day Inactivity Standard
An Advisor may be considered potentially inactive if the Advisor completes no Qualifying Advisor Activity for 90 consecutive calendar days.
The 90-day period is measured from the most recent documented Qualifying Advisor Activity recognized by Nuveda AI.
The existence of a 90-day threshold does not require Nuveda AI to terminate an Advisor immediately on Day 90.
Nuveda AI may evaluate the circumstances before changing Advisor status.
7. Activity Tracking
Nuveda AI may use information from authorized systems to evaluate Advisor activity, including:
- Advisor Center records;
- CRM records;
- lead-registration records;
- customer communications;
- meeting records;
- training records;
- Academy records;
- compliance records;
- FDE coordination records;
- account access records;
- customer-attribution records; and
- other legitimate Program records.
Login activity alone may not be sufficient to establish meaningful participation.
8. Advisor Responsibility to Document Activity
Advisors are responsible for reasonably documenting legitimate sales and customer-development activity through approved Nuveda AI systems where such systems are available.
If an Advisor conducts legitimate activity outside an authorized system, Nuveda AI may request reasonable documentation before recognizing that activity.
Examples may include:
- meeting confirmation;
- CRM notes;
- prospect communication;
- customer confirmation;
- calendar records;
- referral documentation; or
- other reasonable evidence.
9. Inactivity Notice
Where practicable, Nuveda AI intends to provide notice before terminating an Advisor solely for inactivity.
A notice may be delivered electronically through:
- email;
- Advisor Center;
- account notification; or
- another authorized communication method.
The notice may state:
- that the Advisor appears to be inactive;
- the date of the most recent recognized Qualifying Advisor Activity;
- the action required to maintain Active Status;
- the applicable response or cure period; and
- potential consequences if inactivity continues.
10. Courtesy Warning Before 90 Days
Nuveda AI may provide a courtesy inactivity reminder before the 90-day threshold.
For example, Nuveda AI may issue a reminder at or around 60 days without Qualifying Advisor Activity.
A courtesy reminder is not required in every case and does not modify the 90-day inactivity standard.
Failure to receive a courtesy reminder does not automatically prevent Nuveda AI from applying this Policy where the Advisor otherwise had notice of the Policy.
11. 90-Day Inactivity Notice
When an Advisor reaches or exceeds 90 consecutive days without Qualifying Advisor Activity, Nuveda AI may issue a formal inactivity notice.
The Advisor may be required to respond or demonstrate Qualifying Advisor Activity during the cure period established by Nuveda AI.
Unless circumstances justify another reasonable period, Nuveda AI intends to provide a 15-calendar-day cure period following a formal inactivity notice before terminating an Advisor solely for inactivity.
12. Cure of Inactivity
An Advisor may cure inactivity by:
- resuming legitimate Qualifying Advisor Activity;
- completing required outstanding training;
- completing required compliance acknowledgments;
- responding to Nuveda AI;
- updating required account information;
- completing required identity re-verification where applicable; or
- taking another reasonable action identified in the inactivity notice.
A sham or fabricated activity does not cure inactivity.
13. Failure to Cure
If an Advisor fails to cure inactivity during the applicable cure period, Nuveda AI may:
- designate the Advisor as Inactive;
- suspend new lead assignments;
- suspend new lead registration;
- restrict new opportunity attribution;
- reassign dormant or unworked opportunities;
- restrict portions of the Advisor Center;
- require recertification;
- suspend Business Advisor privileges; or
- terminate the Business Advisor relationship in accordance with the Business Advisor Agreement.
14. Inactive Advisor Status
“Inactive Advisor” means an Advisor whose participation privileges have been restricted because the Advisor has failed to satisfy applicable activity requirements.
Inactive Status is different from termination.
An Inactive Advisor may still remain subject to:
- confidentiality requirements;
- security requirements;
- customer-data restrictions;
- intellectual-property restrictions;
- Program policies;
- outstanding commission administration;
- investigations; and
- other continuing obligations.
15. Effect of Inactive Status on New Leads
An Inactive Advisor may lose eligibility to:
- receive new Company-generated leads;
- register new leads;
- receive new opportunity assignments;
- receive newly reassigned accounts; or
- participate in new commissionable opportunities.
Nuveda AI may restore these privileges following successful reactivation.
16. Existing Active Opportunities
When an Advisor becomes Inactive, Nuveda AI may review existing active sales opportunities.
Nuveda AI may consider:
- the stage of the opportunity;
- recent Advisor activity;
- customer expectations;
- whether an FDE or another sales resource is involved;
- whether the opportunity requires immediate attention;
- customer continuity; and
- the Advisor's documented contribution.
Nuveda AI may reassign operational responsibility where reasonably necessary to protect the opportunity or customer.
Reassignment does not automatically determine whether a commission has already become earned.
17. Dormant Opportunities
An opportunity that has received little or no meaningful development may be released or reassigned if the Advisor becomes Inactive.
Nuveda AI may establish separate dormancy standards through the Lead Registration & Customer Ownership Policy.
An Advisor should not be able to reserve a prospect indefinitely without legitimate continuing activity.
18. Existing Customer Accounts
Nuveda AI may reassign servicing responsibility for an existing customer when an Advisor becomes Inactive.
Operational reassignment is intended to protect customer continuity.
The reassignment of servicing responsibility does not automatically eliminate commissions that have already become earned.
The treatment of future commission eligibility remains governed by:
- the Business Advisor Agreement;
- Commission & Customer Attribution Policy;
- this Policy;
- reason for any later termination; and
- applicable law.
19. Inactivity and Future Commission Eligibility
Active Advisor Status may be a condition of continued eligibility for certain future recurring commissions that have not yet become earned, to the extent permitted by the Business Advisor Agreement and applicable law.
An Advisor should not interpret prior customer attribution as an unconditional or perpetual right to future commission.
However, Inactive Status does not retroactively eliminate a commission that has already become legally earned.
20. Pending Commissions During Inactivity
Pending commissions remain subject to the Commission & Customer Attribution Policy.
A pending amount may:
- become earned;
- remain pending;
- be adjusted;
- be reversed;
- become non-commissionable; or
- require additional review.
Inactive Status alone does not automatically convert a Pending Commission into either an Earned Commission or a forfeited commission.
21. Earned Commissions During Inactivity
If a commission has already become legally earned, Inactive Status does not automatically eliminate it.
Nuveda AI will administer Earned Commissions according to:
- the Business Advisor Agreement;
- Commission & Customer Attribution Policy;
- legitimate adjustments; and
- applicable law.
22. Termination for Inactivity
Failure to maintain required participation after the 90-day inactivity period and applicable cure process may constitute grounds for termination of the Business Advisor relationship.
Termination for inactivity is an administrative Program termination and should not automatically be classified as fraud, misconduct, or malfeasance merely because the Advisor failed to remain active.
This distinction is important for commission administration and applicable law.
23. Effective Date of Inactivity Termination
Where Nuveda AI terminates an Advisor solely for inactivity, the termination notice should identify the effective termination date.
Termination may become effective:
- immediately upon issuance of the final termination notice;
- on a future date identified in the notice; or
- according to another applicable contractual requirement.
Nuveda AI should maintain a record of the termination date.
24. Commissions After Inactivity Termination
Following termination for inactivity:
- the Advisor is no longer eligible to participate in new Business Advisor opportunities;
- new customer attribution may cease;
- future access to Advisor systems may cease;
- customer servicing responsibilities may be reassigned;
- future commission eligibility may end where permitted under the applicable Agreement and law; and
- commissions already earned or otherwise legally payable will be handled according to the Business Advisor Agreement, Commission & Customer Attribution Policy, and applicable law.
Where North Carolina General Statutes Article 27 applies, Nuveda AI will comply with applicable post-termination commission-payment requirements. North Carolina law provides specific requirements for covered sales representatives when a relationship ends for reasons other than malfeasance.
25. No Automatic Malfeasance Classification
Inactivity by itself does not constitute fraud or malfeasance.
Nuveda AI will not characterize ordinary inactivity as misconduct merely for the purpose of avoiding otherwise applicable commission obligations.
If separate misconduct exists, Nuveda AI may address that misconduct independently under the Business Advisor Agreement and Suspension & Termination Policy.
26. Reactivation Before Termination
An Advisor who has been designated Inactive but not terminated may request reactivation.
Nuveda AI may require:
- confirmation of continued interest;
- completion of overdue training;
- completion of compliance requirements;
- updated contact information;
- updated payment information;
- identity re-verification;
- Academy refresher training;
- confirmation of current Business Advisor policies; or
- other reasonable reactivation requirements.
Nuveda AI may restore Active Advisor Status after applicable requirements are satisfied.
27. Reactivation After Termination
An individual whose Business Advisor relationship was terminated for inactivity may later apply to participate again.
Reapplication does not guarantee reappointment.
Nuveda AI may require:
- a new application;
- renewed Academy qualification;
- recertification;
- identity verification;
- renewed electronic acceptance of the current Business Advisor Agreement;
- updated tax or payment information;
- completion of current compliance training; and
- Company approval.
A reappointed Advisor receives rights under the then-current Program terms.
28. Prior Attribution After Reappointment
Reappointment after inactivity termination does not automatically restore prior lead or customer attribution.
Prior opportunities may have been:
- reassigned;
- closed;
- abandoned;
- converted;
- serviced by another Advisor;
- transferred to Nuveda AI personnel; or
- otherwise changed.
Any attribution following reappointment will be determined under the current Commission & Customer Attribution Policy and Lead Registration & Customer Ownership Policy.
29. Temporary Leave or Extenuating Circumstances
Nuveda AI may, in its discretion and subject to applicable law, approve a temporary exception to normal inactivity requirements.
Potential circumstances may include:
- temporary personal leave;
- military service;
- family emergencies;
- significant temporary business interruption;
- approved medical or personal leave;
- system-access issues outside the Advisor's control; or
- other circumstances Nuveda AI reasonably determines justify an exception.
An Advisor requesting an exception should notify Nuveda AI where reasonably practicable.
Nuveda AI may request information reasonably necessary to administer the request but should avoid collecting unnecessary sensitive information.
30. Nuveda AI System Outages
An Advisor will not be treated as inactive solely because Nuveda AI systems were materially unavailable and prevented otherwise legitimate Advisor activity.
Nuveda AI may account for documented system outages when calculating an inactivity period.
31. Suspension for Other Reasons
An Advisor suspended for compliance, security, fraud investigation, or another reason is not necessarily considered Inactive under this Policy.
Suspension is governed by the Business Advisor Agreement and Suspension & Termination Policy.
Nuveda AI may determine how a suspension affects activity calculations based on the circumstances and applicable law.
32. Required Training and Compliance
Failure to complete mandatory:
- compliance training;
- recertification;
- policy acknowledgment;
- security training;
- privacy training; or
- other required Program education
may affect Active Advisor Status even if the Advisor otherwise engages in sales activity.
Nuveda AI may provide reasonable completion deadlines.
33. Failure to Respond to Material Communications
Repeated failure to respond to material Program communications may contribute to an inactivity determination.
Material communications may include:
- customer-related requests;
- compliance notices;
- security notices;
- qualification requirements;
- account-verification requests;
- inactivity notices; or
- other communications reasonably requiring a response.
An occasional missed message alone does not automatically constitute inactivity.
34. Account Information
Advisors must maintain reasonably current:
- email information;
- telephone information where required;
- payment information;
- tax information;
- identity information where required; and
- other necessary Program records.
Nuveda AI is not responsible for an Advisor's failure to receive a notice because the Advisor failed to maintain current contact information.
35. Advisor Center Access
Nuveda AI may use Advisor Center activity as one factor when evaluating participation.
However, Advisor Center login activity by itself does not necessarily constitute Qualifying Advisor Activity.
Nuveda AI may require substantive Program participation.
36. Automated or Artificial Activity
Advisors may not use bots, scripts, automation, fabricated interactions, or other artificial means for the purpose of falsely demonstrating Active Advisor Status.
Legitimate authorized automation used for actual business-development activity is not prohibited merely because it is automated.
The determining factor is whether the underlying activity is legitimate, authorized, and consistent with Program policies.
37. Inactivity Monitoring
Nuveda AI may periodically review Advisor activity.
Nuveda AI is not required to conduct continuous monitoring.
Failure by Nuveda AI to immediately designate an Advisor Inactive does not permanently waive its right to enforce this Policy later.
38. No Guaranteed Notice for Abandoned Accounts
Nuveda AI intends to provide reasonable notice before termination solely for inactivity where practicable.
However, additional notice may not be required where:
- the Advisor has abandoned the account;
- contact information is invalid;
- notices are repeatedly undeliverable;
- the Advisor expressly states an intention to discontinue participation;
- the Advisor requests termination; or
- another contractual basis independently permits immediate termination.
Applicable law will control where notice is legally required.
39. No Sales Quota Created
This Policy does not establish a mandatory minimum sales quota unless Nuveda AI separately and expressly establishes such a quota through an applicable Program agreement or policy.
The 90-day requirement concerns participation, not a requirement that an Advisor close a particular number or dollar value of sales.
40. No Guarantee of Leads or Opportunities
Maintaining Active Advisor Status does not entitle an Advisor to:
- Company-generated leads;
- territories;
- customer assignments;
- account ownership;
- sales opportunities;
- minimum commission;
- minimum revenue; or
- guaranteed income.
41. Business Needs and Program Capacity
Nuveda AI may adjust how it assigns leads or opportunities based on legitimate business considerations, including:
- Advisor capacity;
- expertise;
- customer needs;
- geography;
- industry;
- technical requirements;
- responsiveness;
- performance;
- customer preference;
- FDE availability;
- compliance status; and
- other reasonable considerations.
Maintaining Active Status does not prevent Nuveda AI from making legitimate assignment decisions.
42. Recordkeeping
Nuveda AI may maintain records relating to:
- activity status;
- Qualifying Advisor Activity;
- inactivity warnings;
- formal inactivity notices;
- responses;
- cure actions;
- Inactive Status;
- reactivation;
- termination;
- customer reassignments;
- commission administration; and
- related Program matters.
These records may be retained as reasonably necessary for administration, compliance, disputes, fraud prevention, legal obligations, and defense of claims.
43. Activity Disputes
An Advisor who believes Nuveda AI incorrectly classified the Advisor as Inactive may submit a written request for review.
The Advisor should provide available documentation demonstrating Qualifying Advisor Activity.
Nuveda AI may review:
- CRM records;
- lead records;
- communications;
- meeting records;
- training records;
- customer information;
- system records; and
- other relevant evidence.
Nuveda AI may correct an inactivity determination where appropriate.
44. Good-Faith Administration
Nuveda AI intends to administer this Policy in good faith and for legitimate Program-management purposes.
The inactivity process is not intended to be used as a pretext to avoid commissions already legally earned.
45. Changes to This Policy
Nuveda AI may modify this Policy prospectively where reasonably necessary to reflect changes in:
- Program operations;
- technology;
- Advisor systems;
- customer needs;
- compliance requirements;
- legal requirements; or
- business needs.
Material changes to the inactivity period or material consequences affecting existing commission rights should be communicated in advance and may require renewed electronic acceptance of the Business Advisor Agreement or an applicable amendment.
Nuveda AI will not retroactively reclassify activity solely to eliminate a commission already legally earned.
46. Relationship to Other Program Documents
This Policy should be read together with:
- the Nuveda AI Business Advisor Agreement;
- Commission & Customer Attribution Policy;
- Suspension & Termination Policy;
- Advisor Code of Conduct;
- Lead Registration & Customer Ownership Policy; and
- other incorporated Business Advisor Program policies.
If this Policy conflicts with the Business Advisor Agreement concerning a material contractual provision, the Business Advisor Agreement controls unless a later validly accepted amendment expressly provides otherwise.
47. Electronic Acceptance
This Policy does not require a separate signature, checkbox, or separate electronic acceptance.
The Advisor accepts this Policy as an incorporated part of the Nuveda AI Business Advisor Agreement.
Nuveda AI may maintain electronic records identifying:
- the Advisor;
- the Business Advisor Agreement version accepted;
- the version of this Policy incorporated at acceptance;
- acceptance date and time;
- acceptance event; and
- other reasonable evidence of electronic acceptance.
48. Electronic Acknowledgment
By electronically accepting the Nuveda AI Business Advisor Agreement, the Advisor acknowledges and agrees that:
- this Active Advisor & Inactivity Policy forms part of the Business Advisor Agreement;
- maintaining Active Advisor Status may be required for continued Program participation;
- the current inactivity threshold is 90 consecutive calendar days without Qualifying Advisor Activity;
- a completed sale is not required every 90 days merely to remain active;
- legitimate prospecting, opportunity development, training, compliance, customer activity, and other recognized participation may qualify as activity;
- artificial or fabricated activity does not qualify;
- Nuveda AI may provide a courtesy reminder at or around 60 days;
- Nuveda AI may provide a formal inactivity notice after approximately 90 days;
- Nuveda AI currently intends to provide a 15-calendar-day cure period before termination solely for inactivity where appropriate;
- failure to cure inactivity may result in restrictions, Inactive Status, reassignment of opportunities, recertification, suspension, or termination;
- inactivity may affect future commission eligibility;
- inactivity does not automatically eliminate commissions already legally earned;
- termination for ordinary inactivity is not automatically treated as malfeasance; and
- commission treatment following termination remains governed by the Business Advisor Agreement, Commission & Customer Attribution Policy, and applicable law.
No separate signature or separate electronic acceptance of this Policy is required.
The Advisor's electronic acceptance of the Nuveda AI Business Advisor Agreement constitutes acceptance of this Policy.
NUVEDA AI LLC NuVEDA AI Business Advisor Program Huntersville, North Carolina, United States