Software as a Service Agreement

1. Definitions

• "Customer Data" means all data, documents, files, information, and content that you or your authorized users upload, submit, store, or transmit through the Platform, including but not limited to business financial documents, bank statements, tax returns, applicant information, and any outputs generated by the Platform from your data.
• "Authorized Users" means individuals who are authorized by you to access and use the Platform under your account, including employees, contractors, and agents of your organization.
• "Platform Personnel" means employees, contractors, and agents of e/fund Plutus AI who have access to the Platform's systems and infrastructure.
• "Service Data" means anonymized, aggregated, or de-identified data derived from Customer Data that cannot reasonably be used to identify you or any individual.

2. Data Ownership & Your Rights

You own your data. As between the parties, you retain all right, title, and interest in and to your Customer Data. Nothing in this Agreement transfers ownership of your Customer Data to us.

• All Customer Data uploaded to the Platform remains your exclusive property at all times.
• You may export, download, or delete your Customer Data at any time through the Platform or by contacting us.
• Upon termination of your account, we will make your Customer Data available for export for a period of thirty (30) days, after which it will be securely deleted from our active systems.
• We will not sell, rent, lease, or otherwise commercially distribute your Customer Data to any third party.

3. Limited License to Customer Data

You grant us a limited, non-exclusive, non-transferable license to access, process, and use your Customer Data solely for the following purposes:

• Providing the Service: Processing your data through our AI-powered underwriting analysis tools to deliver the functionality you subscribed to.
• Platform Improvement: Using anonymized and aggregated Service Data (never raw Customer Data) to improve our AI models, algorithms, and platform accuracy.
• Technical Support: Accessing your data as necessary to diagnose issues, resolve support requests, and ensure platform reliability.
• Legal Compliance: Processing data as required to comply with applicable laws, regulations, or valid legal process.

This license terminates upon deletion of your Customer Data or termination of your account.

4. Data Privacy & Tenant Isolation

Your Customer Data is private and isolated from other customers:

• Your data is logically separated from all other customers' data within our infrastructure.
• No other customer, broker, ISO, or third party can access, view, or query your Customer Data.
• AI analysis results generated from your data are visible only to you and your Authorized Users.
• We implement role-based access controls to ensure data isolation at every level of the Platform.

5. Platform Personnel Access Restrictions

Access to Customer Data by Platform Personnel is strictly limited and governed by the following:

• Purpose Limitation: Platform Personnel may only access Customer Data for the purposes of (a) providing and maintaining the Service, (b) responding to your support requests, (c) diagnosing and resolving technical issues, and (d) ensuring platform security. No other use is permitted.
• Minimum Necessary Access: Access is granted on a need-to-know basis. Only personnel who require access to perform their specific job functions may access Customer Data, and only to the extent necessary.
• No Personal Use: Platform Personnel are strictly prohibited from using Customer Data for any personal purpose, sharing it with unauthorized parties, or accessing it out of curiosity.
• Confidentiality Obligations: All Platform Personnel with access to Customer Data are bound by written confidentiality agreements and are trained on data handling procedures.
• Access Logging: All access to Customer Data by Platform Personnel is logged and subject to periodic audit.

6. Confidentiality

Each party agrees to hold the other party's Confidential Information in strict confidence and not to disclose it to any third party except as permitted under this Agreement.

• Your Customer Data is treated as your Confidential Information at all times.
• We will protect your Confidential Information using the same degree of care we use to protect our own confidential information, but in no event less than reasonable care.
• Confidentiality obligations survive termination of this Agreement for a period of three (3) years.

7. Data Security

We maintain industry-standard administrative, technical, and physical safeguards to protect Customer Data, including:

• Encryption of data in transit (TLS 1.2+) and at rest (AES-256)
• Secure cloud infrastructure with SOC 2 compliant hosting providers
• Regular vulnerability assessments and penetration testing
• Multi-factor authentication for Platform Personnel access
• Automated threat detection and monitoring
• Incident response procedures with notification within 72 hours of a confirmed breach

8. AI Data Processing

Our Platform uses artificial intelligence to analyze your documents. Regarding AI processing:

• Your Customer Data is processed by AI models solely to provide you with underwriting analysis and risk assessment results.
• Raw Customer Data is never used to train AI models. Only anonymized, aggregated Service Data may be used for model improvement.
• AI processing occurs on secure infrastructure. Customer Data is not shared with third-party AI providers in an identifiable form.
• You may request a human review of any AI-generated analysis.

9. Subscription & Payment

Access to the Platform is provided on a subscription basis:

• Subscription fees are billed in advance on a monthly or annual basis as selected.
• All fees are non-refundable except as expressly set forth in this Agreement.
• We may adjust pricing with thirty (30) days' written notice before the next billing period.
• Failure to pay may result in suspension or termination of access to the Platform.

10. Service Availability

We will use commercially reasonable efforts to make the Platform available 99.5% of the time, excluding scheduled maintenance windows. We will provide reasonable advance notice of planned maintenance that may affect availability.

11. Indemnification

We will indemnify and defend you against any third-party claim arising from our breach of the data protection obligations in this Agreement, subject to you:

• Providing prompt written notice of the claim
• Granting us sole control of the defense and settlement
• Providing reasonable cooperation at our expense

12. Limitation of Liability

To the maximum extent permitted by law, our aggregate liability under this Agreement shall not exceed the total fees paid by you in the twelve (12) months preceding the claim. Neither party shall be liable for any indirect, incidental, special, consequential, or punitive damages.

Exception: The limitations above do not apply to breaches of confidentiality obligations or data protection provisions of this Agreement.

13. Term & Termination

• This Agreement begins when you first access the Platform and continues for the duration of your subscription.
• Either party may terminate this Agreement with thirty (30) days' written notice.
• We may terminate immediately for material breach, including non-payment or violation of acceptable use policies.
• Upon termination, we will make your Customer Data available for export for thirty (30) days, then securely delete it from active systems within ninety (90) days.
• Sections on Data Ownership, Confidentiality, Limitation of Liability, and Indemnification survive termination.

14. Data Breach Notification

In the event of a confirmed security breach affecting your Customer Data, we will notify you within seventy-two (72) hours of discovery. Notification will include the nature of the breach, the data affected, steps taken to mitigate the breach, and recommendations for protective measures you can take.

15. Governing Law & Disputes

This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of laws provisions. Any disputes arising under this Agreement shall be resolved through binding arbitration in New York, NY, in accordance with the rules of the American Arbitration Association.

16. Modifications

We may update this Agreement from time to time. Material changes will be communicated to you at least thirty (30) days before taking effect via email or Platform notification. Your continued use of the Platform after the effective date constitutes acceptance of the modified Agreement.

17. Entire Agreement

This Agreement, together with the Terms of Service and Privacy Policy, constitutes the entire agreement between you and e/fund Plutus AI regarding the use of the Platform and supersedes all prior agreements and understandings.

18. Contact

For questions about this Agreement, contact us at: