Terms of Service

These Terms of Service (the “Terms”) form a binding legal agreement between you (“you”, “your”, or “User”) and [LEGAL ENTITY NAME], a [STATE] [LEGAL ENTITY TYPE — e.g., limited liability company] (“Underwriting Studio”, “we”, “us”, or “our”), governing your access to and use of the website located at underwritingstudio.com, the web application accessible at underwritingstudio.com/app, and any related software, APIs, documentation, and services we make available (collectively, the “Service”).

1. Acceptance & Eligibility

By creating an account, clicking “I agree,” or otherwise accessing or using the Service, you represent and warrant that:

• You are at least eighteen (18) years of age and have full legal capacity to enter into this agreement;
• You are not a person barred from receiving the Service under the laws of the United States, the state or country in which you reside, or any other applicable jurisdiction;
• If you are accessing the Service on behalf of a business, organization, or other legal entity, you have full authority to bind that entity to these Terms, and references in these Terms to “you” include that entity;
• The information you provide to us is true, accurate, current, and complete, and you will keep it updated;
• You are not a competitor of Underwriting Studio and will not access the Service for the purpose of building a competitive product or service, copying its features, or benchmarking it.

2. The Service

The Service is a software tool that allows merchant cash advance (“MCA”) funders, brokers, and other authorized financial services participants to upload merchant application materials and bank statements, and to receive automated, AI-generated analytical reports that summarize the documents and surface considerations relevant to underwriting decisions. The Service may include features such as risk-tier presets, decision logging, file-deduplication, brand customization, and a chat assistant.

The Service is a decision-support tool, not a decision-making system. It does not make funding decisions, does not provide legal, financial, regulatory, or underwriting advice, and is not a substitute for the independent professional judgment of a qualified underwriter.

We may add, modify, or remove features of the Service at any time, in our sole discretion, with or without notice.

3. Your Account & Security

You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account. You agree to:

• Choose a strong, unique password and not share it with anyone;
• Promptly notify us of any unauthorized access to your account or any other security breach you become aware of;
• Ensure that any person you authorize to use the Service on your behalf complies with these Terms (and remain liable for their acts and omissions);
• Not transfer, sell, sublicense, or otherwise make your account or credentials available to any third party.

We are not liable for any loss or damage arising from your failure to comply with this section, including any unauthorized access to or use of your account.

4. Acceptable Use

You agree that you will not, and will not permit any third party to:

• Use the Service in violation of any applicable law, regulation, court order, or third-party agreement, including but not limited to laws governing financial services, lending, money transmission, advertising, consumer protection, privacy, data protection, anti-money laundering, sanctions, export control, or fair lending;
• Upload, transmit, store, or process through the Service any data that you do not have a lawful right to provide to us, or that infringes or violates the rights of any third party;
• Upload, transmit, store, or process any malware, viruses, worms, ransomware, or other malicious code;
• Reverse-engineer, decompile, disassemble, or attempt to derive the source code, structure, ideas, algorithms, or know-how underlying the Service, except to the extent expressly permitted by applicable law;
• Scrape, harvest, or otherwise extract data from the Service using automated means without our prior written permission, or interfere with or disrupt the integrity, performance, or operation of the Service;
• Use the Service to develop, train, fine-tune, or improve any artificial intelligence model, machine learning system, or competing product;
• Remove, alter, or obscure any copyright, trademark, or other proprietary notice on or in the Service;
• Resell, sublicense, rent, lease, or otherwise commercially exploit the Service except as expressly permitted in these Terms or any applicable subscription order;
• Use the Service to harass, threaten, defame, defraud, or harm any person, or to engage in any deceptive or unfair business practice;
• Submit data through the Service that consists of or includes children’s personal information, protected health information regulated by the Health Insurance Portability and Accountability Act (“HIPAA”), or other data subject to sectoral privacy regimes for which the Service is not designed.

5. Your Responsibility for Data You Upload

The Service is designed for the upload and processing of merchant cash advance application materials and bank statements (“User Content”). User Content may contain sensitive personal information and confidential business information of you, your customers, your applicants, and other third parties.

You are solely responsible for all User Content that you submit to the Service. You represent and warrant that, with respect to all User Content:

• You have obtained all rights, consents, licenses, and authorizations necessary under applicable law (including federal and state privacy, consumer reporting, and financial-services laws such as the Gramm-Leach-Bliley Act, the Fair Credit Reporting Act, and state-level analogues) to submit such content to the Service and to permit Underwriting Studio and its sub-processors to receive, store, process, and analyze that content;
• You have provided all required notices to data subjects whose information is included in User Content, and obtained any consents required by applicable law or contract;
• The User Content is accurate (to the best of your knowledge), is not unlawful, and does not violate the rights of any third party;
• You will not upload sensitive categories of data that are outside the intended use of the Service, including without limitation: government-issued identification numbers other than EINs/business identifiers, complete payment card numbers, medical or biometric data, criminal-history data, or information about individuals located in jurisdictions whose data-protection laws prohibit the type of cross-border transfer the Service performs (which is currently the United States).

You acknowledge and agree that you are the controller of (and that Underwriting Studio is a processor with respect to) any personal information contained in User Content. As between you and Underwriting Studio, you bear sole responsibility for the lawfulness, accuracy, integrity, quality, and reliability of User Content, and for any consequences arising from the upload, processing, or use of User Content (including, without limitation, any disclosure to or breach by third-party sub-processors except to the extent caused by Underwriting Studio’s gross negligence or willful misconduct).

You grant Underwriting Studio a worldwide, non-exclusive, royalty-free license to host, copy, transmit, display, analyze, and otherwise process User Content solely for the purposes of (i) providing and improving the Service to you, (ii) complying with legal obligations, and (iii) performing the analytical functions you have requested. Underwriting Studio does not claim ownership of your User Content.

6. AI-Generated Content & No Underwriting Advice

The Service produces reports, analyses, recommendations, suggested offers, decision suggestions, chat responses, and other outputs generated in whole or in part by large language models and other artificial intelligence systems (collectively, “AI Output”). You acknowledge and agree that:

• AI Output is generated probabilistically and may contain errors, inaccuracies, omissions, hallucinations, biased reasoning, or content that is incomplete, outdated, or misleading;
• AI Output is not, and should not be relied upon as, legal, financial, accounting, tax, regulatory, underwriting, investment, or professional advice;
• The Service does not establish a fiduciary, advisory, broker-dealer, lender-borrower, or any other special relationship between Underwriting Studio and you;
• You will independently review and verify all AI Output before relying on it for any business decision, communication to any third party, or regulatory filing;
• You assume all risk, responsibility, and liability for any underwriting, funding, pricing, decline, approval, or other decision you make in connection with the Service, whether or not informed by AI Output;
• You are responsible for ensuring that any external use of AI Output (for example, sharing a report with a third party or a regulator) complies with all applicable laws, professional obligations, and contractual commitments.

The model outputs may differ between runs even on identical inputs. The Service may, at our discretion, update the underlying AI models, prompts, or parameters at any time, which may change AI Output materially. We do not warrant that AI Output is, or will remain, deterministic, reproducible, accurate, complete, or fit for any particular purpose.

7. Intellectual Property

Our IP. Underwriting Studio and its licensors retain all right, title, and interest in and to the Service, including all software, documentation, designs, trademarks, logos, content we provide, prompts, system configurations, the “Alec” assistant persona, and all derivative works thereof. Except for the limited rights expressly granted to you in these Terms, no rights are granted to you by implication, estoppel, or otherwise.

Your IP. As between you and us, you retain all right, title, and interest in and to your User Content. Subject to your compliance with these Terms, you grant Underwriting Studio the license described in Section 5.

Feedback. If you submit any suggestions, ideas, enhancement requests, feedback, recommendations, bug reports, or other input regarding the Service (“Feedback”), you hereby grant Underwriting Studio a perpetual, irrevocable, worldwide, royalty-free, sublicensable license to use, modify, and exploit the Feedback for any purpose, without compensation or attribution.

AI Output Ownership. Subject to your compliance with these Terms, and to the extent ownership of AI Output is recognized by applicable law, you own the AI Output generated specifically in response to your inputs. You acknowledge that AI Output is generated based on statistical patterns and that we cannot warrant that AI Output is original or that similar or identical outputs have not been or will not be generated for other users.

8. Fees, Payment, and Subscription

Certain features of the Service may be made available on a paid subscription basis at the rates published on our website or set forth in an order form (“Subscription”). By purchasing a Subscription, you authorize us (or our payment processor) to charge the payment method on file for all applicable fees and applicable taxes.

• Subscription fees are billed in advance and are non-refundable except as expressly required by law or as explicitly stated in these Terms.
• You are responsible for all applicable taxes, duties, and other governmental charges (other than taxes based on our net income) arising from your use of the Service.
• If we are unable to charge your payment method, we may suspend or terminate your access to the Service after providing you with reasonable notice.
• We may change our prices and fees at any time. Price changes for an active Subscription will take effect at the start of the next renewal period and will be communicated to you in advance.
• If you connect your own third-party API key (such as an Anthropic API key) to use the Service in a “bring your own key” configuration, you are solely responsible for all charges associated with that key, regardless of whether those charges are incurred through the Service or otherwise.

9. Third-Party Services & Anthropic Compliance

The Service uses third-party providers to operate, including without limitation hosting, infrastructure, authentication, and AI model providers. Third-party services have their own terms and privacy policies, and your use of the Service is also subject to those terms with respect to the third-party services that are integrated into the Service. We are not responsible for, and disclaim all liability arising from, the acts and omissions of third-party providers.

Anthropic Usage Policies. The Service uses artificial intelligence models provided by Anthropic, PBC (“Anthropic”). You agree that your use of the Service is subject to and that you will comply with Anthropic’s then-current Usage Policy (currently available at www.anthropic.com/legal/aup) and any other policies that apply to your use of Anthropic services accessed through the Service (collectively, the “Anthropic Policies”). Without limiting the generality of the foregoing, you agree not to use the Service:

• To generate content that is illegal, harmful, abusive, or that violates the rights of others;
• To make unattended, fully automated decisions that have a significant or legally consequential effect on individuals without meaningful human review;
• To attempt to identify natural persons through inference, profiling, or biometric methods in violation of applicable law;
• For any use case prohibited by the Anthropic Policies.

If you bring your own Anthropic API key to the Service, you are a direct customer of Anthropic with respect to that key and are responsible for compliance with Anthropic’s commercial terms.

10. Termination & Suspension

You may terminate your account at any time through the Service’s account-deletion controls or by contacting us. We may suspend or terminate your access to the Service, in whole or in part, immediately and without prior notice or liability, for any reason or no reason, including without limitation if we reasonably believe that (a) you have violated these Terms or the Anthropic Policies; (b) your use of the Service exposes us or any other person to risk of legal liability; (c) continued provision of the Service to you is no longer commercially reasonable; or (d) we are required to do so by law.

Upon termination, all rights and licenses granted to you under these Terms will immediately cease, and you must stop using the Service. We may, but are not obligated to, delete your User Content and other account data following termination. Sections that by their nature should survive termination shall survive, including without limitation Sections 5, 6, 7, 11, 12, 13, 14, and 15.

11. Disclaimers of Warranty

Without limiting the foregoing, we do not warrant that: (a) the Service or AI Output will meet your requirements or expectations; (b) the Service will be uninterrupted, timely, secure, or error-free; (c) any information obtained through the Service will be accurate, complete, or reliable; (d) defects in the Service will be corrected; (e) the Service is free of viruses or other harmful components; or (f) the underwriting recommendations, suggested offers, status determinations, or other AI Output will lead to any particular outcome, including approval, profitability, regulatory compliance, or absence of loss.

Some jurisdictions do not allow the exclusion of certain warranties. To the extent the law of any such jurisdiction applies, some of the above exclusions may not apply to you and you may have additional rights.

12. Limitation of Liability

You acknowledge that the fees we charge for the Service reflect the allocation of risk between the parties, including the foregoing limitations and disclaimers, and that we would not provide the Service without these limitations. The limitations in this Section will apply to the maximum extent permitted by applicable law, even if any limited remedy fails of its essential purpose.

Specific Risk Acknowledgment Regarding Funding Decisions. You expressly acknowledge that decisions to fund, decline, price, or otherwise transact a merchant cash advance based in whole or in part on AI Output may result in defaults, losses, regulatory inquiries, lawsuits, reputational harm, and other adverse consequences, and that you bear sole responsibility for any such consequences. The Service is not insurance, is not a guaranty of merchant repayment, and is not a substitute for diligence, judgment, or compliance review by qualified personnel.

13. Indemnification

To the fullest extent permitted by law, you agree to defend, indemnify, and hold harmless Underwriting Studio, its affiliates, and each of their respective officers, directors, employees, agents, licensors, and sub-processors (collectively, the “Indemnitees”) from and against any and all claims, demands, actions, proceedings, suits, losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees and disbursements) arising out of or relating to:

• Your access to or use of the Service;
• Your User Content, including any claim that User Content infringes, misappropriates, or violates the rights of any third party, was provided unlawfully, or was processed without proper consent or notice;
• Your breach or alleged breach of these Terms, the Anthropic Policies, or any applicable law or regulation;
• Any decision you make (including any funding, pricing, decline, or other business decision), or any communication you send to any third party, in connection with or relying upon AI Output or other Service output;
• Your violation of the rights of any third party;
• Any dispute between you and any merchant, applicant, broker, ISO, customer, regulator, or other third party.

We may, at our option, assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with us in asserting any available defenses. You will not settle any claim that imposes any liability or admission of fault on any Indemnitee without our prior written consent.

14. Disputes, Arbitration & Class Waiver

Please read this section carefully — it affects your legal rights.

Informal Resolution. Before initiating any formal proceeding, the parties agree to attempt in good faith to resolve any dispute by negotiation between authorized representatives for at least sixty (60) days following written notice of the dispute.

Binding Arbitration. Any dispute, claim, or controversy arising out of or relating to these Terms or the Service, including their existence, breach, termination, enforcement, interpretation, or validity (a “Dispute”), that is not resolved informally will be settled by binding individual arbitration administered by JAMS in accordance with its Comprehensive Arbitration Rules and Procedures (or its Streamlined Rules, if the amount in controversy meets the applicable threshold). The arbitration will be conducted in [CITY, STATE] or, at your election if you are a consumer, in your county of residence. The arbitrator’s decision will be final and binding, and judgment on the award may be entered in any court of competent jurisdiction.

Class Action Waiver. YOU AND UNDERWRITING STUDIO AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, REPRESENTATIVE, OR PRIVATE ATTORNEY-GENERAL ACTION OR PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING.

Jury Trial Waiver. EACH PARTY WAIVES THE RIGHT TO A TRIAL BY JURY IN ANY DISPUTE NOT SUBJECT TO ARBITRATION.

Exceptions. Notwithstanding the foregoing, either party may bring an individual action in small-claims court, and either party may seek injunctive or other equitable relief in court for any actual or threatened infringement, misappropriation, or violation of intellectual property rights or unauthorized disclosure of confidential information.

30-Day Right to Opt Out. You may opt out of the arbitration and class-action-waiver provisions of this Section by sending written notice of your decision to opt out to legal@underwritingstudio.com within thirty (30) days of first becoming subject to these Terms. Your notice must include your name, your address, and a clear statement that you wish to opt out.

15. General Provisions

Governing Law. These Terms, and any dispute arising out of or relating to them or the Service, are governed by the laws of the State of [GOVERNING-LAW STATE — e.g., Delaware], without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Venue. Subject to Section 14, any judicial proceeding brought by or against any party arising out of or relating to these Terms will be brought exclusively in the state or federal courts located in [COUNTY], [STATE], and each party submits to the exclusive personal jurisdiction of those courts.

Force Majeure. We will not be liable for any failure or delay in performance under these Terms to the extent caused by events beyond our reasonable control, including without limitation acts of God, natural disasters, war, terrorism, riots, civil unrest, government action, labor conditions, internet or telecommunications failures, third-party service outages, cyberattacks, or pandemics.

No Agency. Nothing in these Terms creates an agency, partnership, joint venture, employment, or fiduciary relationship between the parties.

Assignment. You may not assign or transfer these Terms, by operation of law or otherwise, without our prior written consent. Any attempted assignment in violation of this section is null and void. We may freely assign these Terms in connection with a merger, acquisition, reorganization, or sale of all or substantially all of our assets, or by operation of law.

Severability. If any provision of these Terms is held to be invalid, illegal, or unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable and the remaining provisions will continue in full force and effect.

No Waiver. Our failure to enforce any right or provision of these Terms will not be deemed a waiver of that right or provision.

Entire Agreement. These Terms, together with our Privacy Policy and any subscription order form you sign with us, constitute the entire agreement between you and Underwriting Studio with respect to the Service and supersede all prior or contemporaneous agreements, understandings, and communications, written or oral.

Headings. Headings are for convenience only and do not affect the interpretation of these Terms.

16. Modifications to These Terms

We may modify these Terms at any time by posting the revised Terms on the Service and updating the “Last Updated” date above. If we make a material change, we will provide you with reasonable advance notice (for example, by email or in-app notice) before the change takes effect. Your continued use of the Service after the effective date of the revised Terms constitutes your acceptance of the revised Terms. If you do not agree to the revised Terms, your sole remedy is to stop using the Service.

17. Contact

If you have questions about these Terms, you can reach us at:

[LEGAL ENTITY NAME]
[STREET ADDRESS]
[CITY, STATE, ZIP]
Email: legal@underwritingstudio.com