Service Agreement

1. Services

Provider grants Client access to its ProducerHQ platform (formerly Coverage Intelligence) ("Platform"), a cloud-based, AI-powered platform for insurance agencies. The Platform includes AI analysis operations and platform tools. The specific modules, features, and monthly allotments available to Client depend on the plan selected at checkout and any modules enabled for Client's organization.

AI analysis operations (which may consume Credits as described in Section 3):

• Policy comparison (current policy vs. carrier quotes and renewals), including coverage gap detection, dollar-impact scenarios, Policy Value Scores, and endorsement decoding
• Policy review of a single policy or quote
• Contract compliance review (insurance requirements vs. policy)
• Denial analysis (denial letter vs. policy, with dispute grounds)
• Cross-sell opportunity analysis
• Pre-claim coverage check

Included platform tools (which do not consume Credits, subject to Client's plan and enabled modules):

• Internal Assistant — search and Q&A over Client's own reference library
• Book Analytics and agency management system (AMS) data ingestion
• Renewal letters and renewal pipeline
• Plain-English Q&A on completed analyses
• Client-ready 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, carrier tagging, and admin panel (user management, role assignment)

Provider may add, modify, or remove modules and features over time. New modules may be introduced as included features or as credit-consuming operations, as described on the Rate Card referenced in Section 3.

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.

(e) Credits and Included Features: Each subscription plan includes a monthly allotment of credits ("Credits") and a set of included features, as specified at checkout and on Provider's Credit Rate Card, available at opspring.ai/producer-hq/rate-card (the "Rate Card"), which forms part of this Agreement. Credits are consumed by the AI analysis operations identified as credit-consuming on the Rate Card; each such analysis consumes one Credit unless the Rate Card states otherwise. Features identified as included do not consume Credits.

(f) Credit Consumption Rates: The list of credit-consuming operations, the number of Credits each operation requires, and the features included without Credit consumption are published on the Rate Card and may be updated from time to time. Any increase in the number of Credits required for an existing operation, or any reclassification of an included feature to a credit-consuming operation, will take effect no earlier than thirty (30) days after Provider notifies Client and, for annual plans, only at the start of a Renewal Term with at least sixty (60) days' prior notice, consistent with Section 2(b). Provider will not reduce Client's monthly Credit allotment or increase the Subscription Fee during a term for which Client has prepaid. New operations may be introduced at the Credit rates set on the Rate Card at any time.

(g) Monthly Reset and Additional Credits: Credits reset at the start of each monthly billing period and do not roll over unless Client's plan states otherwise. If Client's monthly Credits are exhausted, Provider may pause credit-consuming operations until the next reset, or Client may purchase additional Credits at the rate specified on the Rate Card. Included features remain available regardless of Client's Credit balance. Unless Client enables automatic replenishment, additional Credits are not purchased without an administrator's action.

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: Provider retains Client Data and uploaded documents for as long as Client's subscription is active and, thereafter, in support of Client's record-retention obligations under applicable insurance laws, which commonly require records to be kept for multiple years. Client may request an export of Client Data, or deletion of specific documents, by contacting Provider; Provider will honor deletion requests except where retention is required by law or for records that must be preserved for compliance purposes (such as audit trails). Following cancellation or termination, Provider will make Client Data available for export for thirty (30) days. After that period, Provider retains Client Data only in support of Client's record-retention obligations or as required by law, and will delete it on Client's instruction, subject to the exceptions above.

(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) Incident Notification: In the event of a cybersecurity event affecting Client Data or the systems that hold it (meaning unauthorized access to, disruption of, or misuse of them), Provider will notify Client without unreasonable delay and in no event later than seventy-two (72) hours after determining that the event occurred, and will provide (and update as the investigation proceeds) a description of the incident, the data affected, the period of compromise where known, remediation steps taken and planned, and a named contact. Provider will reasonably cooperate with Client's investigation and with any notifications Client is required to make to regulators or affected individuals, and will document its investigation so Client may confirm the steps taken as required by applicable insurance data security laws.

(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.

(h) Support Access: Provider personnel may access Client Data and Outputs as necessary to respond to Client's support requests, investigate and resolve errors or suspected abuse, and maintain the security and integrity of the Platform. Such access is limited to authorized personnel, used only for these purposes, and treated as Client's Confidential Information under Section 13.

(i) Usage Analytics: Provider may collect information about how Authorized Users navigate and use the Platform (pages visited, features used, and session interaction data) to operate, secure, and improve the Platform, as described in Provider's Privacy Policy. Session recording currently applies only during free trials, as described in the Privacy Policy. Session analytics tools are configured to mask document content and on-screen text, and are contractually restricted to processing this data only on Provider's behalf. Usage analytics do not include the contents of Client Data or Outputs, and nothing in this subsection modifies Section 5(c) (No AI Training).

(j) Service Provider Status: To the extent Client Data includes "personal information" governed by the California Consumer Privacy Act or a similar state privacy law (collectively, "Privacy Laws"), Provider acts as Client's "service provider" or "processor," and Client discloses Client Data to Provider only for the following business purposes: operating and providing the Platform and Outputs; responding to Client's support requests; verifying and maintaining the quality, safety, and security of the Platform and improving, upgrading, or enhancing it; debugging; and detecting and preventing security incidents and fraud (the "Permitted Purposes"). Provider shall not: (i) sell or share Client Data (as those terms are defined by Privacy Laws); (ii) retain, use, or disclose Client Data for any purpose other than the Permitted Purposes, or outside the direct business relationship between the Parties; or (iii) combine Client Data with personal information received from another source or another customer, except as Privacy Laws permit. Provider will comply with its applicable obligations under Privacy Laws, provide the same level of privacy protection as those laws require of businesses, and certifies that it understands and will comply with these restrictions. Provider will notify Client without undue delay if it determines it can no longer meet its obligations under Privacy Laws, upon which Client may take reasonable and appropriate steps to ensure Client Data is used consistently with those laws and to stop and remediate any unauthorized use. Provider will reasonably assist Client in responding to verifiable consumer requests, including by honoring Client's deletion, correction, and export instructions. Provider engages subprocessors only under written contracts imposing obligations materially as protective as this Section.

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.

(g) Not upload protected health information governed by HIPAA unless the Parties have executed a business associate agreement.

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, except as provided in subsection (d).

(d) Consumer Information: "Consumer Information" means nonpublic personal information (as defined by the Gramm-Leach-Bliley Act and state insurance privacy regulations) of Client's insurance customers, applicants, claimants, or beneficiaries contained in Client Data or Outputs. Notwithstanding anything else in this Agreement: (i) Provider shall hold Consumer Information in confidence and shall not use or disclose it other than to carry out the purposes for which Client disclosed it, as permitted by applicable insurance privacy laws, or as required by law; (ii) the exclusions in subsection (b) do not apply to Consumer Information; (iii) Provider's obligations under this subsection survive termination indefinitely, for as long as Provider retains Consumer Information; and (iv) Provider shall require any subcontractor with access to Consumer Information to be bound by restrictions no less protective than this subsection.

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 that period, Provider will retain or delete Client Data in accordance with applicable record-retention requirements (see Section 5(d)).
• 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.