Service Agreement

1. Services

Provider grants Client access to its Coverage Intelligence platform ("Platform"), a cloud-based, AI-powered insurance document analysis service. The Platform includes the following capabilities:

• AI-powered policy comparison engine (current policy vs. carrier quotes and renewals)
• Coverage gap detection and severity analysis with dollar-impact scenarios
• Policy Value Scores
• Endorsement decoding with plain-English translation
• Data validation and error detection across documents
• Plain English Q&A on uploaded documents
• Client-ready comparison reports and recommendation letters
• Errors & Omissions (E&O) audit trail with exportable documentation
• Dashboard with search, filtering, agent tracking, and status management
• Multi-document upload and carrier tagging
• Admin panel (user management, role assignment)

Additional modules — including the Internal Assistant and other future capabilities — may be offered as separately priced add-on products on a per-use or subscription basis. Pricing and availability for add-on modules will be communicated as they become available.

2. Subscription Term

(a) The subscription term ("Term") is determined by the plan selected at checkout:

• Month-to-month plans: The Term renews automatically each month until canceled by either Party in accordance with Section 14.
• Annual plans: The initial Term is twelve (12) months from the Effective Date ("Initial Term"). After the Initial Term, the Agreement will automatically renew for successive twelve (12) month periods ("Renewal Terms") unless either Party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current term.

(b) Provider will notify Client of any rate changes at least thirty (30) days prior to the change taking effect. For annual plans, rate changes may only take effect at the start of a Renewal Term, with at least sixty (60) days' prior notice.

3. Fees and Payment

(a) Subscription Fee: Client agrees to pay Provider the monthly fee specified during checkout ("Fee"), billed monthly via Stripe on the same calendar day each month beginning on the Effective Date.

(b) Payment Method: Client will provide a valid credit card or bank account through Stripe for automatic recurring payments. Client is responsible for keeping payment information current.

(c) Late Payments: Fees not received within fifteen (15) days of the due date will accrue interest at a rate of 1.5% per month (or the maximum rate permitted by law, whichever is less). Provider may suspend access to the Platform upon fifteen (15) days past due, provided Provider gives Client five (5) business days' written notice before suspension.

(d) Taxes: Fees are exclusive of all applicable taxes. Client is responsible for any sales, use, or similar taxes arising from this Agreement, excluding taxes based on Provider's income.

4. Users and Access

(a) Client may grant access to authorized users within Client's organization ("Authorized Users") up to the number of users included with Client's subscription plan. User limits, if any, are specified at checkout.

(b) Client is responsible for managing user access, including creating accounts, assigning roles, and revoking access when an individual is no longer authorized.

(c) Client shall not share login credentials or provide access to any individual outside of Client's organization without Provider's prior written consent.

(d) Client is responsible for all activity that occurs under its accounts.

5. Data Handling and Security

(a) Processing Environment and Data Isolation: All documents uploaded to the Platform are processed using cloud-based AI services in isolated processing sessions. Client data is logically separated from all other customers at the application and database level using organization-scoped access controls. Client documents and analysis results are never shared with, accessible to, or visible to any other customer of Provider.

(b) Encryption: Data is encrypted using TLS 1.2 or higher in transit and AES-256 at rest.

(c) No AI Training: Client documents and data are never used to train, fine-tune, or improve any artificial intelligence or machine learning model, whether Provider's or any third party's.

(d) Data Retention: Uploaded documents are automatically deleted after ninety (90) days. Client may request deletion of specific documents by contacting Provider. Analysis results and audit trails remain accessible to Client for the entire duration of Client's active subscription (including the Initial Term and any Renewal Terms), and are retained for thirty (30) days following cancellation or termination to allow Client time to export the data, after which they are permanently deleted.

(e) Infrastructure Compliance: The Platform is hosted on cloud infrastructure maintained by providers that hold SOC 2 Type II certification. Provider implements application-level security controls including role-based access control, encryption in transit (TLS 1.2+) and at rest (AES-256), per-organization data isolation, audit logging, and rate limiting. Provider is committed to adopting additional security controls consistent with SOC 2 principles as the Platform matures.

(f) Breach Notification: In the event of a confirmed data breach affecting Client data, Provider will notify Client within seventy-two (72) hours of confirmation and provide a description of the incident, the data affected, and remediation steps taken.

(g) Data Export: Upon written request, Provider will export Client's data (analysis results, audit trails, and any retained documents) in a standard format within fifteen (15) business days.

6. Client Responsibilities

Client shall:

(a) Ensure that all documents uploaded to the Platform are legally in Client's possession and that Client has the right to process such documents.

(b) Maintain the confidentiality of all login credentials and promptly notify Provider of any unauthorized access.

(c) Use the Platform in compliance with all applicable federal, state, and local laws and regulations, including but not limited to privacy and data protection laws applicable to the insurance industry.

(d) Provide timely and constructive feedback on Platform performance to assist Provider in improving the Platform.

(e) Not reverse engineer, decompile, or attempt to derive the source code of the Platform.

(f) Not use the Platform to process documents for any entity outside of Client's organization without Provider's prior written consent.

7. Intellectual Property

(a) Client Data: Client retains all rights, title, and interest in and to all documents, data, and content uploaded to the Platform ("Client Data"). Provider does not acquire any ownership rights to Client Data. Client grants Provider a limited, non-exclusive license to access and process Client Data solely for the purpose of providing the Services described in this Agreement.

(b) Client Outputs: All reports, analysis results, and other outputs generated by the Platform from Client Data ("Outputs") belong to Client.

(c) Provider IP: The Platform, including all underlying software, algorithms, AI models, user interfaces, designs, documentation, and related intellectual property ("Provider IP"), is and remains the exclusive property of Provider. No rights to Provider IP are transferred or licensed to Client except the limited right to access and use the Platform during the Subscription Term as described in this Agreement.

(d) Feedback: If Client provides suggestions, ideas, or feedback regarding the Platform ("Feedback"), Provider may use such Feedback without restriction or obligation to Client.

8. Support

(a) Onboarding: Provider will make available onboarding documentation and resources to assist Client in configuring the Platform and onboarding Authorized Users. Additional implementation support (kickoff calls, training sessions, office hours) may be included with certain subscription plans as specified at checkout.

(b) Ongoing Support: Provider will respond to support requests submitted via email within one (1) business day during business hours (Monday–Friday, 8:00 AM – 5:00 PM Pacific Time, excluding federal holidays).

9. Platform Availability

Provider will use commercially reasonable efforts to maintain Platform availability of at least 99% per calendar month, excluding scheduled maintenance. Provider will provide reasonable advance notice of scheduled maintenance when practicable. This availability commitment is a target, not a guarantee, and no service level credits apply under this Agreement.

10. Warranties and Disclaimers

(a) Provider warrants that the Services will be performed in a professional and workmanlike manner consistent with industry standards.

(b) The Platform is a decision-support tool. It is not a substitute for professional insurance judgment, legal advice, or regulatory compliance review. Client acknowledges that all coverage determinations, E&O decisions, and client recommendations remain the sole responsibility of Client's licensed agents and staff.

(c) Provider does not guarantee specific accuracy rates, specific E&O outcomes, specific time savings, or regulatory compliance results.

(d) EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, PROVIDER MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. THE PLATFORM AND ALL OUTPUTS ARE PROVIDED "AS IS."

11. Limitation of Liability

(a) IN NO EVENT SHALL EITHER PARTY'S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CLIENT TO PROVIDER IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

(b) IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF DATA, LOSS OF BUSINESS OPPORTUNITIES, OR COSTS OF PROCUREMENT OF SUBSTITUTE SERVICES, ARISING OUT OF OR RELATED TO THIS AGREEMENT, REGARDLESS OF THE THEORY OF LIABILITY.

(c) The limitations in this Section 11 shall not apply to: (i) a Party's breach of Section 5 (Data Handling and Security); (ii) a Party's breach of Section 13 (Confidentiality); or (iii) a Party's willful misconduct or gross negligence.

12. Indemnification

(a) Provider shall indemnify, defend, and hold harmless Client from any third-party claims arising from Provider's breach of Section 5 (Data Handling and Security) or Provider's infringement of any third-party intellectual property rights through Client's authorized use of the Platform.

(b) Client shall indemnify, defend, and hold harmless Provider from any third-party claims arising from Client's breach of this Agreement, Client's use of the Platform in violation of applicable law, or Client's uploaded content.

13. Confidentiality

(a) Each Party agrees to keep confidential any proprietary or non-public information disclosed by the other Party during the course of this Agreement ("Confidential Information").

(b) Confidential Information does not include information that: (i) is or becomes publicly available through no fault of the receiving Party; (ii) was already known to the receiving Party prior to disclosure; (iii) is independently developed by the receiving Party without use of the disclosing Party's information; or (iv) is rightfully received from a third party without restriction.

(c) This confidentiality obligation shall survive termination of this Agreement for a period of two (2) years.

14. Termination

(a) Termination for Cause: Either Party may terminate this Agreement upon thirty (30) days' written notice if the other Party materially breaches this Agreement and fails to cure such breach within fifteen (15) days of receiving written notice of the breach.

(b) Cancellation by Client:

• Month-to-month plans: Client may cancel with thirty (30) days' written notice. Cancellation takes effect at the end of the current billing period. No refunds for partial months.
• Annual plans: Client may cancel prior to the end of the then-current Term by paying an early termination fee equal to the remaining monthly Fees due through the end of the Term. No refunds for unused portions of the Term.

(c) Effect of Termination: Upon termination or expiration:

• Provider will cease billing and revoke access to the Platform within five (5) business days.
• Client may request export of Client Data within thirty (30) days of termination. After thirty (30) days, Provider will delete all Client Data.
• All outstanding Fees through the end of the current billing period become immediately due.

(d) Survival: Sections 5 (Data Handling), 7 (Intellectual Property), 10 (Warranties), 11 (Limitation of Liability), 12 (Indemnification), 13 (Confidentiality), and 15 (Governing Law) shall survive any termination or expiration of this Agreement.

15. Governing Law and Disputes

(a) This Agreement shall be governed by the laws of the State of California, without regard to its conflict of law provisions.

(b) Any disputes arising under this Agreement shall first be addressed through good-faith negotiation between the Parties for a period of thirty (30) days.

(c) If unresolved through negotiation, disputes shall be resolved through binding arbitration in San Diego County, California, in accordance with the rules of the American Arbitration Association. The arbitrator's decision shall be final and binding.

16. General Provisions

(a) Entire Agreement: This Agreement constitutes the entire agreement between the Parties regarding the subject matter herein and supersedes all prior discussions, proposals, and agreements, whether oral or written.

(b) Amendments: Provider may update this Agreement by posting revised terms at the URL where this Agreement is published and notifying Client via email at least thirty (30) days prior to the changes taking effect. Continued use of the Platform after the effective date of the updated terms constitutes acceptance. If Client does not agree to the updated terms, Client may cancel in accordance with Section 14.

(c) Assignment: Neither Party may assign this Agreement without the prior written consent of the other Party, except that Provider may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets.

(d) Notices: All notices under this Agreement shall be in writing and sent to the email addresses associated with the Client's account or such other address as a Party may designate in writing.

(e) Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

(f) Force Majeure: Neither Party shall be liable for any failure or delay in performance due to causes beyond its reasonable control, including but not limited to natural disasters, acts of government, internet or infrastructure outages, or pandemics.

(g) Independent Contractor: Provider is an independent contractor and not an employee, agent, or partner of Client. Nothing in this Agreement creates an employment, agency, or partnership relationship between the Parties.

(h) Waiver: The failure of either Party to enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.

17. Acceptance

By completing the checkout process and subscribing to the Platform, Client agrees to all terms and conditions set forth in this Agreement. The date of subscription serves as the Effective Date.