Terms of Service

Effective and Last Updated: July 2026

PLEASE READ THESE TERMS OF SERVICE CAREFULLY BEFORE CREATING AN ACCOUNT OR USING THE PLATFORM. BY CLICKING “I AGREE,” CREATING AN ACCOUNT, OR OTHERWISE ACCESSING OR USING THE PLATFORM, YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE, DO NOT ACCESS OR USE THE PLATFORM.

ACCEPTANCE OF TERMS

These Terms of Service (these “Terms”) constitute a legally binding agreement between Perpendo AI LLC, an Iowa limited liability company with its principal place of business at 900 Melody Circle, Waukee, Iowa 50263, United States (“Perpendo AI LLC,” “we,” “us,” or “our”), and you or the entity you represent (“you” or “Customer”). These Terms govern your access to and use of the Haulyra™ platform, a Perpendo AI platform, including all associated APIs, software, tools, documentation, and services (collectively, the “Platform”).

These Terms take effect on the date you first click “Create Account” or otherwise access or use the Platform (the “Effective Date”). Where you are acting on behalf of a company or legal entity, you confirm that you have authority to bind that entity, and references to “you” and “Customer” include that entity.

We may revise these Terms periodically. When we do, we will notify you by email or through a notice posted on the Platform and update the “Last Updated” date above. Continued use of the Platform after the revised Terms take effect constitutes acceptance of those changes. If you disagree with a revision, your sole remedy is to stop using the Platform.

ELIGIBILITY

You must be at least 18 years old and legally capable of entering into binding contracts to use the Platform. The Platform is designed for business and professional use within the insurance industry and related sectors, including carriers, managing general agents, insurtechs, reinsurers, and their service providers, and is not intended for personal, consumer, or household purposes.

ACCOUNT REGISTRATION AND SECURITY

Account Creation: To use the Platform, you must register an account by providing accurate, current, and complete information. You agree to keep that information up to date throughout your use of the Platform.
Authorized Users: You may grant your employees and contractors ("Authorized Users") access to the Platform under your account, subject to each Authorized User maintaining their own login credentials and complying with these Terms. You bear full responsibility for everything your Authorized Users do or fail to do on the Platform. Notify us promptly at legal@perpendo.ai if you suspect any unauthorized account access.
Credential Security: Keeping your account credentials confidential is your responsibility. You may not share login details, permit access by persons who are not Authorized Users, or use another user's credentials. We are not responsible for losses resulting from unauthorized use of your account where that use arises from your failure to secure your credentials.

THE PLATFORM AND LICENSE

License Grant: Provided you comply with these Terms and pay all applicable Fees on time, Perpendo AI LLC grants you a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Platform solely for your internal business operations during the Term.
Reservation of Rights: We retain all rights not expressly granted in these Terms. No license arises by implication, estoppel, or otherwise. The Platform, encompassing its software, AI and machine learning models, algorithms, data pipelines, APIs, and all supporting documentation, is and remains the proprietary property of Perpendo AI LLC and its licensors.
Use Restrictions: You shall not, and shall not permit any Authorized User or other person to:

reproduce, modify, translate, adapt, or build derivative works from the Platform or any element of it;
reverse engineer, decompile, disassemble, or otherwise seek to derive any source code, model weights, training data, prompts, or underlying architecture of the Platform, whether through technical means, model extraction, adversarial probing, prompt injection, or otherwise;
resell, sublicense, rent, lease, transfer, or make the Platform available to any party other than your Authorized Users;
deploy the Platform in any manner that breaches applicable law, regulation, or third-party rights;
use the Platform or any Output to benchmark, evaluate, or develop any product, tool, or service that competes with the Platform, or to assist any third party in doing so;
harvest or extract Platform data using scripts, bots, crawlers, or automated tools outside of the documented API;
take any action that degrades, disrupts, or compromises the integrity, security, or availability of the Platform or its underlying infrastructure;
resell or commercialize Output to third parties as a standalone data product unless separately authorized by us in writing;
suppress or alter any proprietary notices, attributions, or branding within the Platform.

CUSTOMER DATA AND INPUT MATERIALS

Your Ownership: All data, documents, images, text, metadata, and other materials you submit to the Platform for processing ("Customer Data") remain your property. We make no claim of ownership over Customer Data.
License You Grant Us: By submitting Customer Data, you grant Perpendo AI LLC a limited, non-exclusive, worldwide license to access, process, store, and use that Customer Data strictly to: (a) deliver and operate the Platform for your account; (b) monitor and maintain the security and performance of the Platform; and (c) satisfy our legal obligations. We will not use your Customer Data to train, fine-tune, or otherwise improve our AI models without your separate, prior written consent.
Your Warranties: You warrant that: (a) you hold all rights and consents needed to submit Customer Data to the Platform; (b) Customer Data does not violate any third-party intellectual property right, privacy right, or applicable law; and (c) Customer Data does not include personal data of minors, protected health information governed by HIPAA, or payment card data governed by PCI-DSS unless you have secured all required authorizations and complied with every applicable legal requirement.

OUTPUT AND AI DISCLAIMERS

Output Ownership: When the Platform processes your Customer Data it produces extracted data, structured results, classification scores, and related deliverables (collectively, "Output"). As between the parties, and to the extent permitted by law, Output generated from your Customer Data belongs to you.
Inherent Limitations of AI: THE PLATFORM RELIES ON ARTIFICIAL INTELLIGENCE AND MACHINE LEARNING. BECAUSE THESE TECHNOLOGIES ARE PROBABILISTIC AND PREDICTIVE BY NATURE, OUTPUT MAY BE INACCURATE, INCOMPLETE, INCORRECT, OR UNSUITABLE FOR A GIVEN INTENDED PURPOSE, PARTICULARLY WHERE INPUT MATERIALS ARE AMBIGUOUS, LOW-QUALITY, OR OUTSIDE THE SCOPE OF THE PLATFORM'S TRAINING.

You acknowledge and agree that:

Output quality is directly linked to the quality, completeness, and formatting of the Customer Data you provide;
Output is not professional, legal, financial, actuarial, underwriting, claims, or regulatory advice of any kind;
you are solely responsible for reviewing, validating, and independently verifying all Output before acting on it, and must apply appropriate human judgment and oversight;
you shall not feed Output into any automated decisioning workflow, including underwriting, claims adjudication, or pricing, that could produce material legal or financial consequences without first subjecting that Output to qualified human review; and
Perpendo AI LLC bears no liability for losses, regulatory sanctions, or damages that arise from your use of Output without adequate validation.

Insurance Industry Notice

The Platform is a document intelligence tool. Output generated by the Platform, including extracted policy data, loss run summaries, bordereaux fields, ACORD form values, or any other structured insurance data, does not constitute an insurance opinion, actuarial certification, claims determination, underwriting decision, or regulatory filing. You remain solely and exclusively responsible for:

all underwriting, pricing, reserving, and claims decisions made using or informed by Output;
the accuracy and completeness of all regulatory submissions, including filings made to state Departments of Insurance, submissions through SERFF, NCCI filings, ISO form elections, and any other mandatory regulatory communications; and
ensuring that your use of the Platform and any Output complies with all applicable insurance laws, regulations, and licensing requirements in each jurisdiction where you operate.

Perpendo AI LLC is not a licensed insurance company, managing general agent, surplus lines broker, actuary, or insurance advisor in any jurisdiction. Nothing in these Terms or the Platform creates any such relationship.

API ACCESS AND USAGE

API Keys: Access to the Platform's programmatic interface requires one or more API keys issued to your account ("API Keys"). You are responsible for maintaining the security and confidentiality of your API Keys. You shall not share API Keys with unauthorized parties, embed them in publicly accessible code repositories, or use them in any manner inconsistent with these Terms. If you believe an API Key has been compromised, you must revoke it immediately through the Platform dashboard and notify us at legal@perpendo.ai.
Rate Limits and Fair Use: Your use of the API is subject to rate limits and usage quotas specified in your subscription plan or order form. We reserve the right to throttle, suspend, or restrict API access if your usage exceeds applicable limits, degrades Platform performance for other users, or is inconsistent with your plan. Exceeding your plan limits may result in additional Fees, overage charges, or access suspension depending on your subscription terms.
API Versioning and Deprecation: We maintain versioned API endpoints to provide stability for your integrations. We will use commercially reasonable efforts to provide at least ninety (90) days' advance written notice before deprecating or making breaking changes to any generally available API version. Notice will be provided via email to your registered account address and through the Platform developer documentation. We are not obligated to maintain deprecated API versions beyond the stated end-of-life date.
No Uptime Guaranteen: THE PLATFORM AND API ARE PROVIDED ON A COMMERCIALLY REASONABLE EFFORTS BASIS. PERPENDO AI LLC DOES NOT WARRANT ANY SPECIFIC LEVEL OF AVAILABILITY, UPTIME, OR RESPONSE TIME UNLESS SEPARATELY AGREED IN A WRITTEN SERVICE LEVEL AGREEMENT ("SLA") EXECUTED BY BOTH PARTIES. SCHEDULED MAINTENANCE WINDOWS WILL BE COMMUNICATED IN ADVANCE WHERE PRACTICABLE. UNPLANNED OUTAGES WILL BE COMMUNICATED THROUGH OUR STATUS PAGE AT [HTTPS://STATUS.PERPENDO.AI].

BETA AND PREVIEW FEATURES

We may make certain features, modules, or capabilities available on a beta, preview, early access, or experimental basis (collectively, “Beta Features”). Beta Features are provided for evaluation and feedback purposes only and are subject to the following conditions:

Beta Features are provided “as is” and are expressly excluded from any warranty, SLA commitment, support obligation, or uptime representation in these Terms or any other agreement between the parties.
Beta Features may contain bugs, errors, or instabilities and may be changed, suspended, or discontinued at any time without prior notice and without liability to you.
You shall not rely on Beta Features for production workloads, regulatory submissions, or any use case where accuracy, availability, or continuity is material to your business operations.
Any feedback you provide regarding Beta Features may be used by us without restriction or compensation under Section 9.2 of these Terms.
We may limit access to Beta Features at our discretion and may require you to agree to separate beta terms as a condition of access.

Graduation of a Beta Feature to general availability does not automatically bring it within the scope of any existing SLA unless we expressly confirm that in writing.

ACCEPTABLE USE POLICY

You agree to use the Platform only for lawful purposes and in compliance with all applicable laws and regulations. You shall not use the Platform to:

process, store, or transmit content that is unlawful, harmful, abusive, defamatory, obscene, or designed to facilitate illegal activity;
violate any third-party intellectual property rights, privacy rights, or rights of publicity;
introduce malware, viruses, ransomware, trojans, or any other malicious or harmful code into the Platform or its infrastructure;
engage in phishing, fraud, impersonation, identity theft, or other deceptive activity;
process personal data in violation of applicable data privacy law, including without a valid legal basis where required;
probe, scan, or attempt to exploit vulnerabilities in the Platform, its infrastructure, or any connected system;
launch denial-of-service attacks or take any action that impairs Platform availability or performance for other users;
circumvent or bypass any authentication, access control, rate limit, or security mechanism of the Platform.

During the term and thereafter, we reserve the right to audit/investigate potential violations and, where warranted, to suspend or terminate your access immediately and without advance notice.

SUSPENSION, TERMINATION, AND REMEDIATION

Graduated Response Framework:
We recognize that not all breaches or usage concerns are equal. Where practicable and appropriate, we will attempt to address issues through the following graduated steps before resorting to termination:

Notice and Cure: We will send you written notice identifying the issue and providing a reasonable opportunity to remedy it, typically fifteen (15) days for material contract breaches.
Temporary Suspension: Where a breach or usage concern poses an ongoing risk to the Platform, to other users, or to third parties, we may suspend your access while the issue is investigated and resolved, even during a cure period.
Feature-Level Restriction: Where a specific use case or integration is causing the concern, we may restrict that feature or API endpoint rather than suspending your entire account.
Account Termination: Where a breach is incapable of remedy, is repeated, or poses an unacceptable risk, we may terminate these Terms on written notice.

Immediate Suspension Without Notice:
Notwithstanding Section 10.1, we may suspend or restrict your access immediately and without prior notice where:

your use poses a material security risk to the Platform or to any third party’s data;
we have reasonable grounds to believe your use violates applicable law, including data privacy law or export control regulations;
your use is causing or threatening to cause service degradation for other users; or
you are in arrears on Fees by more than fifteen (15) days.

We will notify you of an emergency suspension as soon as reasonably practicable after it takes effect and will work with you in good faith to resolve the underlying issue promptly.

Termination by You:
You may terminate these Terms at any time by closing your account and ceasing all use of the Platform. Termination does not entitle you to a refund of any prepaid Fees unless required by applicable law.

Termination by Us:
Outside of the graduated framework in Section 10.1, we may terminate these Terms for convenience by providing thirty (30) days’ prior written notice.

Effect of Termination or Expiration:
Upon expiration or termination of these Terms for any reason: (a) all licenses granted to you terminate immediately; (b) you must stop using the Platform and destroy or return all of our Confidential Information in your possession; (c) all accrued and unpaid Fees become immediately due; and (d) provisions that by their nature should survive will do so, including Sections 5.1, 6, 9.1, 9.2, 10, 11, 12, 14, 15, 16, 18, 19, and 20.

FEES AND PAYMENT

Fees:
Access to the Platform is subject to the Fees specified in your subscription plan, order form, or as otherwise agreed between the parties in writing (“Fees”). All Fees are denominated in U.S. dollars and are non-refundable except as expressly stated in these Terms or required by applicable law.

Payment:
You authorize us to charge your designated payment method for all applicable Fees on the due date. If payment cannot be collected for any reason, you remain liable for the full amount owed. Accounts overdue by more than fifteen (15) days may be suspended under Section 10.2.

Taxes:
You bear responsibility for all sales, use, value-added, withholding, and similar taxes imposed by any governmental authority on amounts payable under these Terms, other than taxes assessed on our net income. Where applicable law requires you to withhold taxes from amounts paid to us, you will gross up those payments so that we receive the full contractual amount net of withholding.

Fee Changes:
We may adjust our Fees by giving you at least thirty (30) days’ prior written notice. Continuing to use the Platform after the new Fees take effect constitutes acceptance of the revised pricing.

INTELLECTUAL PROPERTY

Platform Ownership:
All intellectual property rights in and to the Platform, including its software, AI and machine learning models, training methodologies, algorithms, APIs, documentation, visual design, trade secrets, and know-how, are and shall remain the exclusive property of Perpendo AI LLC and its licensors. Nothing in these Terms conveys any ownership interest in the Platform to you.

Feedback:
If you share suggestions, comments, ideas, or evaluations with us regarding the Platform (“Feedback”), you grant Perpendo AI LLC a perpetual, irrevocable, worldwide, royalty-free license to use, incorporate, and commercialize such Feedback for any purpose without compensation or attribution. Feedback is not treated as your proprietary or Confidential Information.

Usage Data:
We may collect aggregated, de-identified data derived from your interaction with the Platform, such as feature usage patterns, processing volumes, error rates, and performance telemetry (“Usage Data”). We own all Usage Data and may use it to operate, develop, and promote the Platform. Usage Data will never be used in a form that identifies you or any individual user.

CONFIDENTIALITY

In the course of using the Platform, each party may gain access to non-public information belonging to the other. “Confidential Information” means any information that is designated as confidential, or that a reasonable person in the recipient’s position would understand to be confidential given the nature of the information and the context of its disclosure. The Platform constitutes our Confidential Information; your Customer Data constitutes your Confidential Information.

Each party (“Recipient”) undertakes to: (a) protect the other party’s (“Discloser’s”) Confidential Information with at least the same degree of care it applies to its own confidential information, and in no event with less than reasonable care; (b) restrict access to Confidential Information to those personnel and advisors who genuinely need it to carry out obligations under these Terms and who are bound by comparable confidentiality duties; and (c) use Confidential Information only to the extent necessary to exercise rights or perform obligations under these Terms, and for no other purpose.

These obligations do not apply to information that: (i) enters the public domain through no fault of the Recipient; (ii) the Recipient already possessed before disclosure, free of any confidentiality obligation; (iii) the Recipient develops independently without drawing on the Discloser’s Confidential Information; or (iv) the Recipient receives from a third party who is entitled to disclose it without restriction. A Recipient may disclose Confidential Information to the extent compelled by law or legal process, provided it gives the Discloser prompt written notice and reasonably cooperates in seeking a protective order.

DATA PRIVACY AND SECURITY

Privacy Policy:
Our handling of personal data in connection with the Platform is governed by our Privacy Policy at [https://www.perpendo.ai/privacy], incorporated into these Terms by this reference. By using the Platform, you acknowledge that you have read and understood our Privacy Policy.

Security Measures:
We apply reasonable and appropriate technical and organizational measures to protect Customer Data from unauthorized access, disclosure, alteration, or destruction. No security program is infallible, and we cannot guarantee absolute security.

Data Processing Agreement:
Where Customer Data includes personal data of individuals subject to the GDPR, UK GDPR, CCPA, or other applicable data protection legislation, the parties will execute a Data Processing Agreement (“DPA”) governing such processing. Contact us at legal@perpendo.ai to initiate a DPA.

Breach Notification:
If we confirm a security incident affecting your Customer Data, we will notify you without undue delay and cooperate with your reasonable investigation and remediation efforts.

THIRD-PARTY SERVICES AND SUBPROCESSORS

The Platform may integrate with third-party cloud providers, APIs, and technology components (“Third-Party Services”). We are not responsible for the availability, accuracy, or performance of Third-Party Services, or for errors or data loss caused by them. We may engage subprocessors to help deliver the Platform; we remain responsible for each subprocessor’s compliance with our obligations under these Terms and will ensure each is bound by appropriate confidentiality and data protection terms.

You are responsible for obtaining any licenses or consents required for your use of Third-Party Services alongside the Platform.

WARRANTY DISCLAIMER

The platform is provided on an “as is” and “as available” basis. To the maximum extent permitted by applicable law, Perpendo AI LLC and its licensors, suppliers, and service providers expressly disclaim all warranties, whether express, implied, statutory, or otherwise, including any implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, and warranties arising from course of dealing or trade practice.

Perpendo AI LLC does not warrant that the platform will meet your requirements, operate without interruption or error, be free of harmful components, or that output will be accurate, complete, or reliable. No oral or written statement by Perpendo AI LLC creates any warranty beyond what is expressly stated in these terms.

LIMITATION OF LIABILITY

To the maximum extent permitted by applicable law, in no event will Perpendo AI LLC, its officers, directors, employees, agents, licensors, or service providers be liable for any indirect, incidental, special, consequential, punitive, or exemplary damages, including loss of profits, revenue, data, goodwill, business opportunity, or business interruption, arising out of or in connection with these terms or your use of or inability to use the platform, even if advised of the possibility of such damages.

To the maximum extent permitted by applicable law, Perpendo AI LLC’s total cumulative liability to you for all claims arising out of or related to these terms or the platform will not exceed the greater of: (a) the total fees paid by you to Perpendo AI LLC in the twelve (12) months preceding the event giving rise to liability; or (b) one hundred u.s. dollars (usd $100).

Certain jurisdictions do not permit the exclusion or limitation of particular categories of damages. In those jurisdictions, the above limitations apply to the fullest extent permitted by law.

INDEMNIFICATION

You agree to defend, indemnify, and hold harmless Perpendo AI LLC and its officers, directors, employees, agents, successors, and assigns against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising from: (a) your or any Authorized User’s use of the Platform in violation of these Terms; (b) your Customer Data, including any allegation that it infringes a third-party right or violates applicable law; (c) your breach of any applicable law or regulation; or (d) your negligence or willful misconduct.

EXPORT CONTROLS AND REGULATORY COMPLIANCE

You represent, warrant, and agree that: (a) you are not located in, organized under the laws of, or ordinarily resident in any country or territory subject to comprehensive U.S. economic sanctions administered by OFAC (see https://ofac.treasury.gov/sanctions-programs-and-country-information); (b) you do not appear on any U.S. restricted party list, including the SDN List (https://ofac.treasury.gov/sanctions-list-service), the BIS Entity List (https://www.bis.gov/entity-list), or the Denied Persons List (https://www.bis.gov/licensing/end-user-guidance/denied-persons-list-dpl); (c) you will not use, export, re-export, or transfer the Platform or any Output in violation of the Export Administration Regulations (15 CFR Parts 730–774) (https://www.bis.gov/regulations/ear) or applicable OFAC sanctions programs; and (d) you will secure all required export licenses, authorizations, and approvals before exporting or re-exporting the Platform or any related technology.

GOVERNING LAW AND DISPUTE RESOLUTION

Governing Law:
These Terms are governed by the laws of the State of Delaware, without reference to conflict-of-law rules. The United Nations Convention on Contracts for the International Sale of Goods is excluded.

Informal Resolution:
Before initiating any formal proceeding, you agree to contact us at legal@perpendo.ai and give us at least thirty (30) days to resolve the dispute informally.

Arbitration:
Any dispute that cannot be resolved informally will be settled by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. Either party may seek emergency injunctive or equitable relief from any court of competent jurisdiction to protect intellectual property or Confidential Information pending arbitration.

Class Action Waiver:
Each party agrees that all disputes will be resolved strictly on an individual basis. Neither party may bring or participate in any class, collective, consolidated, or representative action or arbitration. You waive any right to a jury trial.

GENERAL PROVISIONS

Entire Agreement.
These Terms, together with our Privacy Policy and any applicable order forms or subscription plans, represent the complete agreement between you and Perpendo AI LLC regarding the Platform and supersede all prior representations, agreements, and understandings.

Amendment.
We may amend these Terms by posting the revised version and notifying you by email. Continued use after the effective date of any amendment constitutes acceptance.

Waiver.
No failure or delay in exercising any right constitutes a waiver. Waivers must be in writing and signed by the waiving party.

Severability.
If any provision is found invalid or unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions continue in full force.

Assignment.
You may not assign these Terms or any rights hereunder without our prior written consent. We may assign these Terms without consent in connection with a merger, acquisition, or sale of substantially all our assets. These Terms bind and benefit each party’s permitted successors and assigns.

Force Majeure.
Neither party is liable for delays or failures caused by circumstances beyond its reasonable control, including natural disasters, pandemics, war, terrorism, labor disputes, or infrastructure failures. Payment obligations are not excused by this provision.

Relationship of Parties.
The parties are independent contractors. Nothing in these Terms establishes a partnership, joint venture, agency, or employment relationship.

Notices.
Legal notices to us must be sent to legal@perpendo.ai or by certified mail to 900 Melody Circle, Waukee, Iowa 50263, United States. We may send notices to the email address registered on your account.

No Third-Party Beneficiaries.
These Terms do not confer any rights or remedies on any third party.

Modifications to Platform. We reserve the right to modify, enhance, or discontinue any feature or functionality of the Platform at any time. Where a modification would materially reduce the core functionality of your subscription, we will provide at least thirty (30) days’ prior written notice.

Publicity.
We may reference your name and logo as a Platform customer in our marketing materials and website. You may opt out by notifying us in writing at legal@perpendo.ai.

Electronic Acceptance. Clicking “I Agree” or otherwise electronically accepting these Terms has the same legal effect as a handwritten signature under applicable electronic signature laws.

Contact Us

Questions about these Terms should be directed to:

Perpendo AI LLC
900 Melody Circle, Waukee, Iowa 50263, United States

Email: legal@perpendo.ai

Website: https://www.perpendo.ai