Terms of Service

Effective Date: Phase-0 (pre-launch); commercial activity has not commenced.

These Terms of Service ("Terms") form a binding agreement between Ellis Intelligence LLC, a Colorado limited liability company doing business as Underwrite ("Underwrite", "we", "us"), and the customer subscribing to or using the Service ("Customer", "you").

The Service is for use by businesses — including managed service providers (MSPs) acting on behalf of their own end-customers ("MSP Clients") under existing service-provider relationships. The Service is not for use by consumers.

1. The Service

1.1 Underwrite is a software-as-a-service application (the "Service") that helps businesses prepare cyber-insurance renewal materials. The Service ingests prior-year renewal questionnaires, posture documents, and carrier templates and generates draft narrative and formatting outputs ("Outputs") for human review. The Service does not generate carrier-to-carrier or coverage-to-coverage comparisons.

1.2 Tier-specific features and limits (including any request-volume or usage bands) are described at underwrite.com/pricing. Tier names, and the figures behind them, live on that page and are never restated in these Terms. SMB tiers: Starter, Pro. MSP tiers: Starter, Scale, Enterprise. Figures live at underwrite.com/pricing and are never restated here.

1.3 Business Use Only. The Service is intended for use by businesses for business purposes.

1.4 Underwrite Is Not a Broker. Underwrite is a software vendor providing document-processing and formatting tooling. Underwrite is not a licensed insurance producer, broker, agent, or advisor in any jurisdiction. This disclaimer is paired with hard scope limits, not relied on alone. Underwrite does not: - Place insurance - Negotiate insurance terms with carriers - Sell insurance - Provide insurance advice - Recommend, rank, or compare specific carriers, specific policies, or coverage terms - Enter broker-channel go-to-market partnerships (referral, white-label, or reseller relationships with brokers, producers, agents, or carriers)

Underwrite generates draft narratives and formatting artifacts based on your inputs and carrier templates we maintain, organized to your own inputs — never a carrier-to-carrier or coverage-to-coverage comparison. You decide what to do with those drafts. Engage a licensed broker or producer in your jurisdiction for any binding insurance decision. See also the standalone Not a Broker Disclaimer at underwrite.com/legal/disclaimers for the full framing.

1.5 Outputs Are Computed From Customer-Provided Information. The renewal-narrative and formatting Outputs the Service generates are computed entirely from the renewal questionnaires, posture documents, and other information you or your MSP Clients provide. You are solely responsible for the accuracy of the information you provide and for reviewing every Output before submission to a carrier, broker, or insured party. Underwrite does not independently verify, audit, or confirm the accuracy of the security-posture information you or your MSP Clients declare — Outputs reflect the inputs we are given, not the underlying truth of your security posture.

1.6 No Affiliation, Endorsement, or Government Action. Underwrite is not affiliated with, endorsed by, sponsored by, or officially recognized or supported by any state Department of Insurance ("DOI"), any insurance carrier, or any other government agency, or the U.S. Government in any way. Underwrite does not predict, forecast, or represent how any DOI, carrier, or other regulator will assess, review, or act on any Customer's renewal materials or Outputs, and Underwrite does not act, and is not authorized to act, on behalf of any DOI, carrier, or other government agency in any capacity. Using Underwrite does not create a broker license, an insurance producer designation, or any government-recognized status. Underwrite's Outputs, marketing pages, and app UI render as plain text/typography only — no seal, badge, ribbon, watermark, or certificate-style graphic, or other supportive-looking insignia — so no surface visually or verbally suggests such affiliation, endorsement, sponsorship, official recognition, predictive authority, or action on any government agency's behalf.

2. Account

2.1 Account creation requires an authorized representative of the Customer entity. MSP-tier creation requires representation that you have the right to manage cyber-insurance renewal materials for the MSP Clients you onboard.

2.2 Each seat is for a single named individual. Seat-sharing is prohibited.

3. Subscriptions, Pricing, Billing

3.1 SMB and MSP tiers are monthly or annual subscriptions, billed via Stripe; annual pricing is shown at underwrite.com/pricing.

3.2 Pricing at underwrite.com/pricing. 30-day notice for material changes.

3.3 Billing via Stripe.

3.5 Refunds. Monthly fees are non-refundable for the current period except pro rata on our material breach or on discontinuation under §10.

3.6 No Service-Level Credits or Refunds. The Service carries no uptime or response-time commitment. No service credit, fee credit, refund, or other remedy arises from any delay, outage, missed response target, or unmet support expectation. The §12.1 limited-warranty remedy and the §10.2 pro-rata refund on our own discontinuation remain the only remedies.

3.7 Carrier Template Updates. Carrier-template subscription is included with Pro+ tiers. Templates are updated periodically as carriers publish new questionnaires; we do not guarantee any template reflects a carrier's current underwriting at any moment. Verify with the carrier or your broker before any submission.

4. Customer Data; MSP Tier Nested Tenancy

4.1 Ownership. As between us, you own all Customer Data you submit ("Customer Data"), including renewal questionnaires, posture documents, carrier-response history, prior-year premiums, and the Outputs the Service generates for you.

4.2 License to Us. You grant us a limited license to host, store, transmit, display, and process Customer Data solely to provide the Service (including ingesting your renewal questionnaires, posture documents, and carrier templates, and generating the draft narrative and formatting Outputs).

4.3 No Training / No Selling. We do not sell or share Customer Data, and we do not use it to train any model or to improve a Service used by other customers. See our Privacy Policy.

4.4 Per-Tenant Isolation. Three-level isolation: Underwrite → MSP Customer → MSP Client. Tenant-scoped query enforcement at the application and database-helper layer restricts each MSP to its own data, so that no MSP accesses another MSP's data and no MSP Client is exposed across MSPs. SMB Direct tiers are flat (one tenant per customer company); nesting applies only on MSP tiers.

5. Acceptable Use

5.1 No reverse engineering, no scraping, no building a competing product from the Service, no resale.

5.2 AUP. Use is governed by the Acceptable Use Policy ("AUP") at underwrite.com/acceptable-use. The Underwrite addendum to the AUP covers the "not a broker" disclaimer obligations and MSP-multi-client representations.

5.3 Carrier Communication. Outputs from the Service that you forward to a carrier, broker, or insured party are sent by you, not by us. We do not transmit Customer Data to any insurance carrier on your behalf.

6. AI Outputs and Insurance-Specific Disclaimers

6.1 Drafts Only. Outputs are drafts. AI systems may generate inaccurate, incomplete, biased, or fabricated content. Carrier templates may be outdated relative to current carrier requirements.

6.2 Verification Required. Underwrite does not independently verify, audit, or confirm the accuracy of the security-posture information you or your MSP Clients declare; Outputs reflect the inputs we are given. You will independently review and verify every Output before submission to a carrier, broker, or insured party. Verify carrier-template currentness with the carrier or your broker before reliance.

6.3 Not Insurance Advice. Outputs are not insurance advice. Renewal-narrative and formatting drafts are research aids, not advice, and do not compare carriers or coverage. Insurance decisions are yours; engage a licensed broker or producer.

6.4 No Producer Representation. You will not represent to any carrier, broker, insured party, or third party that Underwrite is a licensed producer, broker, or agent, or that Underwrite is acting on their behalf. You will not represent that an Output was prepared or endorsed by a licensed insurance professional unless that is independently true.

6.5 Disclaimer Preservation. Where the Service applies a "Generated by Underwrite — not insurance advice; consult a licensed broker" footer or watermark to a downloadable artifact, you may not remove or obscure that footer on Starter or Pro tiers. Removal rights at Enterprise tier per documentation.

7. State DOI Compliance and Regulatory Contingency

7.1 We operate subject to ongoing review by state Departments of Insurance ("DOIs"). If a DOI issues guidance, no-action letter, or regulation that affects our lawful operation in that state, we may modify, restrict, or withdraw the Service in that state.

7.2 If we withdraw the Service from your jurisdiction in response to DOI action, we will provide at least 30 days' notice and refund pro rata any prepaid fees for the period after withdrawal. For clarity, this §7.2 governs withdrawal compelled by a regulatory determination; any voluntary discontinuation of the Service we initiate is governed by §10.2.

7.3 You acknowledge that regulatory determinations could affect your access to the Service. We will communicate any material regulatory development promptly.

If any state DOI determines that Underwrite's activity constitutes insurance brokerage in that state, deployment in that state may be withdrawn or restricted.

8. Intellectual Property

8.1 Service IP. We own the Service, including the carrier-template-research compilations and the formatting and narrative-generation logic. No rights are granted except as expressly set forth.

8.2 Feedback. Standard perpetual-license grant on feedback.

8.3 Customer References. We may identify you as a customer (name, logo) on the customers page unless you opt out.

8.4 IP & Assignment Rider. An IP & Assignment Rider addressing ownership and assignment of intellectual property is incorporated by reference into these Terms and controls over this §8 and over §15.4 on the subjects within its scope.

8.5 Present assignment of Derivative IP. To the extent any Derivative IP would otherwise vest in Customer — by operation of law, under any work-made-for-hire or commissioned-work doctrine, because Customer's use, Inputs, or Feedback contributed to it, or on any other basis — Customer hereby irrevocably and presently assigns to Company all right, title, and interest in and to that Derivative IP, effective automatically upon its creation and without further action or consideration.

9. Privacy and Data Processing

9.1 Privacy Policy at underwrite.com/privacy. We are the controller for marketing-site visitors and Customer account/billing contacts, and the processor for the compliance data you place under your tenant. Where the Data Processing Addendum and these Terms conflict as to the processing of Customer Data, the DPA controls; this Privacy Policy is a notice, not a contracting instrument.

10. Suspension and Termination

10.1 By You. Cancel per §3 anytime; effective end of period. 10.2 By Us. Material breach, AUP violation, non-payment. 30 days' notice with pro rata refund for any discontinuation we initiate, paid within 30 days after the effective date of termination. Termination is effective at the end of the notice period, with the pro rata refund issued within 30 days after the effective date. For clarity, this §10.2 governs voluntary discontinuation we initiate; withdrawal compelled by a regulatory determination is governed by §7.2 and its shorter notice period. 10.3 MSP-Client Continuity. If MSP tier subscription is suspended, MSP Client data enters read-only for 30 days for MSP-led export. 10.4 Effect. Data deleted within 30 days of termination unless retention required by law or export requested. 10.5 Survival. Sections 4 (data), 6 (outputs/disclaimers), 8 (IP), 11 (Confidentiality), 12 (Warranties), 13 (Liability), 14 (Indemnification), 15 (General) survive.

11. Confidentiality

Treat all Customer Data as confidential information; standard confidentiality commitments; 5-year survival; trade-secret indefinite.

12. Warranties and Disclaimers

12.1 Limited Warranty. The Service performs substantially per documentation. Exclusive remedy: repair or pro rata refund.

12.2 Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN §12.1, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." WE DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS, NON-INFRINGEMENT, AND ANY WARRANTY ABOUT CARRIER TEMPLATE CURRENTNESS, FORMATTING-OUTPUT ACCURACY, OR PREMIUM-OUTCOME PREDICTION.

12.3 No Warranty Re Carrier Acceptance. We do not warrant that any output, narrative, or formatting artifact will be accepted by any carrier or result in any specific premium or coverage outcome.

13. Limitation of Liability

13.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOST DATA, OR ANY DAMAGES ARISING FROM A FAILED CONTRACT, DISQUALIFIED BID, REGULATORY ACTION, OR FCA PROCEEDING, EVEN IF ADVISED.

13.2 OUR TOTAL CUMULATIVE LIABILITY ARISING FROM OR RELATED TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE FEES YOU PAID US IN THE TWELVE MONTHS PRECEDING THE CLAIM.

13.3 No Liability for Carrier-Side or Coverage Outcomes. We are not liable for: any carrier's acceptance, rejection, premium quote, or coverage determination; any allegation that an Output misled a carrier or insured party; any finding, inquiry, investigation, determination, or enforcement action by any regulatory, administrative, or enforcement body of any kind — including without limitation any state Department of Insurance, the FTC, or any state attorney general — regarding your use of the Service, an MSP client's insurance placement, or a CCPA/CPRA §1798.150 or other statutory claim; or any allegation arising from your representation to any party about our role. This carve-out is stated as broadly as possible and applies uniformly regardless of the specific statute, regulation, or regulatory or enforcement body involved; a party asserting that this carve-out does not apply to a particular claim, statute, or regulatory or enforcement body bears the burden of establishing that, rather than us bearing the burden of having disclaimed each one individually.

14. Indemnification

14.1 Stated in the contract you execute. Both indemnities — ours for IP infringement and yours — are stated in full on the face of clause 13 of the Underwrite MSP Engagement SOW (get-underwrite.com/sow, "13. Indemnification"). For MSP Scale and Enterprise Customers that SOW is countersigned. For SMB Direct Customers, clause 13 is incorporated by the click-signed Order Form you accept, with its full text rendered on the page above the agree control. Those provisions govern; this §14 is a cross-reference and does not restate them.

14.2 No separate indemnity. These Terms state no indemnification obligation separate from, additional to, or narrower than SOW clause 13, and nothing in these Terms enlarges or limits it. Where these Terms refer to the §14 indemnity (§10.4 survival), the reference is to SOW clause 13.

15. General Provisions

15.1 Governing Law. Colorado. The United Nations Convention on Contracts for the International Sale of Goods ("CISG") does not apply. 15.2 Disputes. Binding arbitration via JAMS in Boulder County, CO. Each party waives any right to a jury trial and to participation in any class, collective, or representative proceeding. Either party may seek injunctive relief in court for §5, §6, §8, or §11 breaches. 15.3 Notices, Force Majeure, Entire Agreement, Modifications (30-day), Severability, No Waiver, Independent Contractors. Standard. Written notice under these Terms (email to the billing contact or in-product notice) is deemed given when sent or first displayed; any notice period runs from that date, and failure to read a notice does not extend it. 15.4 Assignment; Change of Control. You may not assign, delegate, or transfer these Terms, in whole or in part, whether by operation of law, merger, or change of control, without our prior written consent; any attempted assignment in violation of this sentence is void. We may, without your consent and without notice except as any applicable data-protection law requires, assign or transfer these Terms and all of our rights and obligations under them, in whole or in part, (a) to a successor or acquirer in connection with a merger, acquisition, or sale of substantially all of our business or assets, or (b) to an affiliate, subsidiary, or newly formed entity in connection with a corporate conversion, reorganization, or contribution or drop-down of assets undertaken to effect a sale, reorganization, or transfer of the specific business line or product to which these Terms relate. Upon such an assignment, all of our rights under these Terms pass to the assignee, the assignee assumes our obligations arising after the assignment, and your continued use of the Service constitutes acknowledgment of the assignee as "Underwrite" going forward. A change in our ownership, control, equity holders, or entity form is not a breach of, default under, or ground to terminate, suspend, renegotiate, or re-price these Terms, and does not trigger any right of termination, consent, first refusal, most-favored-nation, audit, or refund on your part. This §15.4 controls over any contrary term in a Customer purchase order or procurement addendum.

15.5 Regional and Supplemental Terms. No jurisdiction-specific supplemental term applies today. Where a supplemental jurisdiction-specific term applies, it controls over a conflicting general term of these Terms for that jurisdiction only.

Contact

Underwrite — Ellis Intelligence LLC Email: [email protected] Address: 1500 N Grant St, Ste N, Denver, CO 80203, USA