Master Services Agreement

Premwise Master Services Agreement

Version 2026-09-03.1. (Supersedes 2026-08-21.1: one licence. Founder decisions 2026-09-03, stated in session — the first Subscription Term of a direct subscription is priced at the First-Term Price (1.5× the band price) and includes the initial recomputation and monitoring for the full Term; each Renewal Term is at the band price; monitoring is part of every subscription in both channels and is not a separate purchase; and the broker channel's free trial scan is removed — no free or trial scan exists on either channel. §§1.2, 7.1 and Appendix S (now v2) are the only sections changed; the prior edition's separately stated "Initial Check Fee" (a fee distinct from monitoring) and per-agency free trial no longer appear. The prior artifact's bytes and acceptances remain immutable; it simply no longer controls.) (Supersedes 2026-08-20.1: the Data Processing Addendum is removed in full. Founder decision 2026-08-20, stated as final — Premwise will not maintain a DPA; these Terms carry the data-processing commitments directly and a published Processor List names the tools. The prior edition incorporated a DPA at §1.1 above these Terms in the order of precedence and made it controlling at §8.2, while no such document existed — so a Customer accepting it accepted terms pointing at an instrument with no content, an undefined deletion duty at §13.5, and a raised liability cap at §16.2 with no trigger. Nothing is weakened by the removal: §8.2 now states the processor commitments inline, §§8.3–8.4 and §§9.5–9.6 are unchanged, and §16.2's raised cap now attaches to §§8.2–8.4 so it retains a subject. The prior artifact's bytes and acceptances remain immutable; it simply no longer controls.) (Supersedes 2026-08-19.1: the version-history parenthetical stated that the prior Version 2026-08-08 artifact remained controlling until promotion — drafting language from when this edition was PROPOSED. FVA-003 WAS that promotion, executed 2026-08-19, so the sentence outlived its own condition and told every counterparty that a different version governed. Founder decision 2026-08-20 on `TASK-175`. The prior artifact's bytes and acceptances remain immutable; it simply no longer controls.) (Supersedes 2026-08-17.1: §19.3's documents-only default now yields to any party's request for an oral hearing, restoring AAA Commercial Rule E-6's party-request route, which the prior wording removed by leaving only the arbitrator's order. Founder decision 2026-08-19 on `TASK-311`. The arbitrator's order remains in place beside it, so the adopted design is unchanged in every other respect. Why it mattered: under E-6 a party defeats documents-only by asking; under the prior §19.3 they had to persuade the arbitrator — and Vo v. Technology Credit Union, 108 Cal. App. 5th 632 (2025), turns on incorporated provider rules SUPPLYING an authority the agreement lacked, which cured an unconscionability objection. Removing one the rules supply inverts that mechanism.) (Supersedes 2026-08-16.1: the §22 sentence “Per the renewal architecture, Wisconsin subscriptions renew only on Customer’s affirmative confirmation rather than automatically” was removed in full on 2026-08-17 by founder decision. It contradicted §7.5, under which every Subscription renews automatically for successive one-year Renewal Terms unless notice of non-renewal is given, and the adopted architecture is one universal renewal flow with no state carve-outs. Wisconsin renews on the same terms as every other state. No other clause referenced the removed sentence, and no other §22 state-specific item is affected.) (2026-08-16.1 superseded 2026-08-12.1: §2.4 "Beta, pilot, and free services" was removed in full on 2026-08-16 by founder decision. Any use of the platform places the user under these Terms, so the Terms do not contemplate a separate free-service category. The substantive limitations §2.4 carried survive generally at §6.1, §6.2 and §14.3, and §14.2 already warrants only paid Services. No other clause referenced §2.4.) Availability for controlled promotion requires an exact-hash founder MSA-version approval identifying this content and effective scope. Publication, assent, charging, and state/channel activation remain separate gates; a Legal/20 BRA is required only for an actual state × channel × selector opening. This version is the controlling publishable edition: it was promoted by FVA-003 on 2026-08-19 and that promotion is complete. The prior Version 2026-08-08 artifact under BRA-003 no longer controls; its SHA-256 `0e9580a53e226841d7c97365828da4c48b5bec104c7bd114a85a88a058dcf36a`, historical bytes, and acceptances remain immutable and are retained as the record of what was accepted under it. Each acceptance must preserve the version and hash of the Terms and Schedule actually presented.

These Master Services Agreement terms (the "Terms") are entered into between Premwise LLC, a Delaware limited liability company ("Premwise"), and the business or organization accepting these Terms ("Customer"). The Terms govern Customer's access to and use of the Premwise website, software, analytical tools, reports, document-preparation features, and related services (collectively, the "Services").

Acceptance is by click-accept only: by clicking to accept these Terms, the individual accepting represents that the individual has authority to bind Customer. The Services are offered only to businesses and organizations, not to consumers for personal, family, or household purposes, and Customer represents that it is entering this agreement for business or commercial purposes and that the Services are not for personal, family, or household use.

1. Agreement structure

1.1 Contract documents. The agreement consists of, in order of precedence: (1) any state-specific insurance-consulting agreement, approved form, compensation memorandum, or legal-services agreement required by law; (2) the applicable Order — which ranks above these Terms only as to the transaction facts it states; (3) these Terms; (4) the Pricing & Availability Schedule (the "Schedule"); (5) the Privacy Policy; (6) the Processor List; and (7) product documentation expressly incorporated by reference. A state-specific document controls only to the extent required by that state or expressly stated. These Terms control over the Schedule except where the Schedule expressly states a price, band, discount, or availability fact. Sections 8.2 and 9.5–9.6 are construed together as §9.5 provides.

1.2 Orders and the Schedule. An "Order" is the electronic record created when Customer subscribes, consisting of these recorded fields: the identified Customer, the covered business(es), the declared premium band, the term, the jurisdictions implicated, and any expressly activated feature — and, where an Order activates a licensed service under §2.2 or a recovery-based fee under §7.6, the additional identifications required by this Section, §2.2, or §7.6. Marketing, website, and in-product descriptive copy is not part of the Order and does not modify these Terms. The Schedule is published at premwise.ai/legal/schedule and states the current fees, premium bands and their definitions, volume discounts, the First-Term Price for direct subscriptions, billing modes, per-state feature-tier composition, and jurisdictional availability. Premwise may update the Schedule as §7.3 and §1.3 provide. No recovery-based service is authorized unless an Order expressly activates it and identifies the applicable state authority, licensed entity, responsible licensed individual, and required state agreement.

1.3 Jurisdictional availability. Services and features vary by jurisdiction. Premwise may disable or limit a feature when it determines in good faith, on a recorded governance determination, that it has not confirmed the activity, fee, entity structure, license, contract form, or recipient location is permitted. A feature shown in documentation or a mockup is not necessarily available to Customer. If a material feature of a paid subscription is disabled mid-Term under this Section, Customer receives a pro-rata credit (refundable on request) for the affected business and period. Contract governing law does not determine feature availability or displace mandatory insurance-licensing, professional-services, privacy, employment, unauthorized-practice, or other regulatory law applicable to Customer, a policy, a risk, a user, or Premwise's performance.

2. Services

2.1 Standard software and analytical services. Depending on the Order and jurisdiction, the Services may include: secure collection and organization of Customer-authorized workers' compensation records; extraction of information from experience-rating worksheets, policy documents, payroll records, and loss runs; deterministic arithmetic recomputation using identified inputs; comparison to effective-dated rating parameters; source-cited identification of potential factual discrepancies; scenario modeling and budgeting estimates; monitoring and deadline tools as composed per state in the Schedule; and preparation of factual reports or customer-controlled documents.

When an Order identifies `DIRECT_SOFTWARE`, the Service is paid, self-serve software used by Customer on its own affairs. Premwise personnel do not review, approve, alter, override, or advise on Customer-specific results. A result releases only when the complete automated verification stack passes; otherwise the software displays a customer-visible held state or refuses to release a new result. Direct-software output is limited to source-cited computed facts and generic education. It contains no individualized directive or recommendation, applied legal conclusion, or Premwise transmission or submission function. A licensed service under §2.2 is a separate feature requiring a separately authorized Order and may not operate as an undisclosed fallback or review queue for `DIRECT_SOFTWARE`.

2.2 Licensed services. Certain customer-specific insurance analysis, advice, recommendations, or document preparation may be provided only through an appropriately licensed Premwise entity and licensed individual. When a licensed service applies: the applicable Order or state addendum identifies the licensed entity, license type, issuing state, license number, and responsible individual where required; the licensed professional reviews and adopts the substantive output; any state-required agreement, memorandum, disclosure, advice statement, or fee form must be executed before the service begins; and unlicensed personnel and automated systems may support, but may not independently deliver, licensed advice.

2.3 No legal services under these Terms. Premwise is not a law firm and does not provide legal advice under these Terms. A feature may identify a neutral date, notice, or statutory information flag, but Premwise does not determine that a law applies, that an exception does or does not apply, that premium is legally collectible or uncollectible, or that Customer has a legal claim or remedy. Any legal-service module must be governed by a separate agreement with an appropriately licensed attorney or law firm.

3. Customer account and authority

3.1 Account information. Customer will provide accurate, current account, company, contact, policy, and billing information and keep it updated. Customer is responsible for credentials issued to its users and for activity under its account, except to the extent caused by Premwise's breach of the agreement.

3.2 Authorized users. Customer may permit its employees, officers, and expressly authorized professional advisors to use the Services for Customer's internal business purposes. Customer is responsible for ensuring that each user has authority and complies with the agreement.

3.3 Authority to provide and obtain records. Customer represents and warrants that it has all rights, notices, consents, authorizations, and lawful bases necessary to: provide Customer Content to Premwise; direct Premwise to process it; authorize access to policy, bureau, carrier, payroll, employee, claim, loss-run, and related records; identify and authorize any broker, carrier, bureau, payroll provider, claims administrator, or other source; sign any bureau- or carrier-specific authorization; and permit Premwise and its subprocessors to perform the Services — including every use of Customer Content described in this agreement, including the Aggregate Data uses in §§9.5–9.6. Customer will not direct Premwise to obtain records for a person or entity Customer is not authorized to represent.

3.4 Bureau- and carrier-specific authorizations. A general acceptance of these Terms is not a substitute for a bureau- or carrier-specific authorization. Customer must execute the form and signature method required by the applicable source. Premwise may retain evidence of the exact authorization text, signer, capacity, signature, timestamp, version, and revocation.

3.5 Revocation. Customer may revoke future access as stated in the authorization or by contacting Premwise. Revocation does not undo access or processing completed before revocation became effective, does not require deletion where retention is legally required, and may prevent completion of the Services.

4. Customer responsibilities

Customer is responsible for: the completeness and accuracy of Customer Content; reviewing each output and its assumptions, source citations, confidence level, and limitations; determining whether to use an output; consulting its broker, accountant, risk professional, attorney, or other advisor as appropriate; preserving and complying with all deadlines; paying premium when due unless qualified counsel advises otherwise; selecting the recipient, theory, and strategy for any correction or dispute; reviewing, adopting, signing, and submitting any customer document; independently communicating with carriers, rating bureaus, regulators, brokers, and counterparties; and providing evidence needed to verify a recovery or reversal. Customer must not represent that Premwise issued an experience modification, set a premium, approved a class code, acted as the carrier or bureau, or provided legal advice.

5. No agency, representation, submission, or settlement authority

5.1 No agency. Premwise is an independent contractor. Except as expressly stated in a state-specific licensed-services agreement, Premwise is not Customer's insurance agent, broker, producer, adjuster, public adjuster, attorney, fiduciary, claims representative, or authorized representative.

5.2 No authority to bind or waive. Premwise has no authority to: bind Customer or an insurer; purchase, place, procure, renew, cancel, or change coverage; amend a policy; admit liability or facts; waive a right, defense, deadline, or privilege; settle, compromise, or accept a correction or dispute; endorse or deposit a refund; receive or control Customer's funds or premium credits; sign in Customer's name; or appoint another professional for Customer.

5.3 Customer submission only. Unless a separate state-authorized Order expressly says otherwise, Premwise does not submit a correction, dispute, request, appeal, or package to a carrier, rating bureau, regulator, general contractor, project owner, or other third party. Premwise does not make substantive calls, emails, portal entries, or negotiations on Customer's behalf. A product field showing "customer-reported submitted" records only Customer's report; it is not a representation that Premwise submitted or verified submission.

5.4 Communications received by Premwise. If a carrier, bureau, or other third party contacts Premwise unexpectedly, Premwise may acknowledge receipt and direct the party to Customer, but will not state a substantive position without a separate lawful authorization and active feature.

6. Outputs, issuing authority, and definitions

6.1 Analytical outputs. Outputs may include recomputations, findings, impact estimates, scenarios, citations, and factual packages. They depend on the records and parameters available at the time and may be incomplete or incorrect.

6.2 No issuing authority. Premwise does not issue experience modifications, determine final premium, establish classifications, set claim reserves, close claims, approve payroll allocation, or bind a carrier, rating bureau, regulator, project owner, or other party. Those parties make their own determinations.

6.3 Claim-state terminology. Premwise may use these states: identified (a possible discrepancy is source-cited); estimated (a modeled financial range or scenario); customer-reported submitted (Customer reports it submitted a package); accepted (a carrier or bureau has accepted all or part); credited (a credit has posted but may not be final); and recovered (a Verified Recovery, as defined in §6.5, has reached finality). No earlier status guarantees the next status.

6.4 Customer documents. A document generated for Customer will, where applicable: identify Customer as the author or sender; identify Premwise as preparer; cite the source of record; state that the carrier or bureau is the issuing authority; require Customer or its broker to review and adopt it; and be downloadable rather than transmitted by Premwise. Customer may not remove disclosures in a way that makes the document materially misleading.

6.5 Definitions used by the claim-state ladder. "Verified Recovery" means only the portion of a cash refund actually received by Customer, or a final premium credit actually posted to and available for use on Customer's account, that: (1) Customer links to a specific source-cited released software output or independently adopted professional finding; (2) is supported by an objectively verifiable carrier, rating-bureau, payment, or account record; (3) has reached the Finality Date; and (4) is not an Excluded Amount. A Verified Recovery is a factual status/value record available to every active channel; it does not itself create a recovery-based fee. "Qualifying Recovery" means a Verified Recovery that additionally: (1) results directly and primarily from a specific Final Premwise Finding delivered in writing before Customer or another person independently initiated the same correction; and (2) is allocated to a state in which the separately ordered licensed reviewed service and recovery-based feature are active. "Final Premwise Finding", "Finality Date", and "Excluded Amount" have the meanings in §7.7. A `DIRECT_SOFTWARE` output or Broker-channel finding can support a Verified Recovery and Customer's factual value history, but cannot create a Qualifying Recovery or recovery-based fee unless a separately ordered licensed professional later reviews and adopts a new written finding under §2.2 and every §7.6 condition is independently satisfied.

7. Fees, term, renewal, and payment

7.1 Fees. Fees are stated in the Schedule as an annual per-business subscription determined by the business's verified workers' compensation premium band (§7.2). Fees for a Subscription Term in progress are fixed for that Term, except for the band true-up under §7.2 and added Scope of Use under §7.4. "Scope of Use" means the covered businesses, rating jurisdictions, and any plan-stated usage volumes on Customer's Order. For direct (non-Broker) subscriptions, the first Subscription Term is priced at the First-Term Price stated in the Schedule (1.5× the band price), which includes the initial multi-period deterministic recomputation, any findings the applicable channel is permitted to release, and monitoring for the full Term; each Renewal Term is priced at the band price. Monitoring is part of every subscription in both channels and is not separately purchased, priced, or declined. Under `DIRECT_SOFTWARE`, no fee purchases or includes Premwise human review, advice, or override. The First-Term Price is not a charge for account opening and is never charged to a Broker or on a Broker-added business. Taxes are additional unless stated otherwise.

7.2 Declared band and true-up. The premium band is declared at signup and charged at the declared band. Premwise may verify the band from the estimated annual standard premium shown on the information page of the business's current workers' compensation policy (or, where unavailable, the premium stated on the experience-rating worksheet). If the verified band differs: an under-declaration is invoiced for the difference before results are delivered, and if the difference exceeds one band, Customer may instead cancel the affected business's subscription for a full refund of its current-Term fees; an over-declaration is refunded (not merely credited) at Customer's election. The band re-verifies at each renewal; mid-Term growth is addressed only under §7.4.

7.3 Price and Schedule changes. Premwise may change the fees, bands, band definitions, discounts, or multipliers applicable to any Renewal Term by written notice, sent by email to the account address, at least sixty (60) days before that Renewal Term begins. The notice will state the current and new amounts. Any change applies prospectively only — never to a Subscription Term already begun and never to any right or claim that has accrued. Any notice under this Section or §20 extends Customer's non-renewal deadline under §7.5 to the latest of that deadline, thirty (30) days after the notice is sent, or the day the Renewal Term begins. If Customer does not wish to accept the change, Customer may decline renewal up to the day the Renewal Term begins, at no charge and with no early-termination fee, and Premwise will make Customer's data available for export as §13.5 provides. Continuing into the Renewal Term after the notice period constitutes acceptance. This Section does not permit changes to the dispute-resolution or limitation-of-liability provisions, which may be changed only by Customer's affirmative acceptance.

7.4 Mid-term scope changes. If during a Subscription Term Customer increases its Scope of Use, the additional Scope of Use is billed at the then-current Schedule rates for the remainder of the Term, prorated. This is not a change to the rate for Customer's existing Scope of Use, which remains fixed for the Term.

7.5 Commencement, term, and automatic renewal. The agreement begins when Customer accepts these Terms. Each Subscription Term is one year unless the Order states otherwise. Customer may stop using the Services at any time, and may cancel effective at the end of the current Subscription Term (a cancellation operates as notice of non-renewal, subject to the thirty (30)-day notice requirement below); fees for the current Term remain due through its end and are not refunded on early cancellation (except as §§7.2, 13.3, and 13.4 provide). The Subscription renews automatically for successive one-year Renewal Terms unless either party gives notice of non-renewal at least thirty (30) days before the Renewal Term begins — as extended by §7.3 whenever a price or Terms change has been noticed. The renewal terms, recurring amount, and cancellation method are disclosed before billing information is collected; cancellation is available by the same self-serve means as signup. Premwise will send a renewal reminder stating the amount and the non-renewal deadline, timed to arrive before that deadline.

7.6 Recovery-based fees — inoperative. Recovery-based fees are not offered and are not available in any jurisdiction as of the date Customer accepts these Terms. Sections 7.6–7.10 are inoperative unless and until an Order expressly activates them for an identified state under the conditions below, and they never apply to a Customer acting as a Broker (§12.4). The definitions in §7.7 apply at all times for purposes of §§6.3 and 6.5. A recovery-based fee (referred to in the Services and on invoices as a "success fee") applies only when: the Order expressly identifies the feature and percentage or formula; the fee is lawful in every implicated state; required individual and entity licenses are active; required state agreements or memoranda were executed before service; Customer obtains a Qualifying Recovery; and the Qualifying Recovery reaches its Finality Date. A recovery-based fee compensates only the state-authorized analysis and documentation described in the Order. It does not compensate Premwise for carrier communication, submission, negotiation, settlement, legal services, or control of proceeds.

7.7 Qualifying Recovery mechanics. A "Final Premwise Finding" is a source-cited finding identifying the affected policy or rating period that a licensed professional reviews and affirmatively adopts in writing under a separately ordered, governance-open reviewed service. An automated `DIRECT_SOFTWARE` output and a Broker-channel professional's independent work are not Final Premwise Findings and cannot support §§7.6–7.10. A later reviewed-service adoption is a new decision and must satisfy §2.2 and every §7.6 condition; it cannot retroactively convert the earlier software output or Broker work into fee-eligible work. The term also excludes drafts, scenarios, held or refused machine cycles, low-confidence observations awaiting confirmation, neutral statutory flags, and generic education.

The "Finality Date" is the latest of: (a) sixty days after receipt or posting; (b) expiration of a stated reconsideration, appeal, audit, offset, or reversal period; and (c) final resolution of a timely challenge or reversal.

"Excluded Amount" includes projected or future savings; effects of changed payroll, operations, exposure, coverage, rates, carrier, or market conditions; unrelated or ordinary adjustments; taxes, fees, interest, penalties, or attorney fees unless lawfully included in the Order; work initiated before the Final Premwise Finding; duplicate, reversed, unusable, or unallocated amounts; and bid, contract, revenue, or other indirect value.

If a bundled adjustment is not authoritatively allocated, the parties must sign a source-supported allocation. Premwise may not allocate unilaterally. A portion assigned to an inactive state is excluded.

7.8 Reversal adjustment. If Customer paid a recovery-based fee and the underlying Qualifying Recovery is later reversed, rescinded, offset, or made unavailable, Premwise will refund or credit the corresponding fee within thirty days after receiving reasonable documentation.

7.9 Evidence. Customer will provide reasonable records of receipt, posting, finality, allocation, and reversal. Premwise will not contact the carrier or bureau for evidence unless a separate lawful feature and express instruction permit that communication.

7.10 No assignment or lien. No fee assigns to Premwise an insurance right, refund, claim, cause of action, credit, or proceeds. Premwise has no lien, settlement authority, or ownership interest in a recovery.

7.11 Invoicing and disputes. Invoices are due thirty (30) days from issue unless the Order states otherwise. Customer must notify Premwise of a good-faith invoice dispute within thirty (30) days and provide supporting detail. The parties will work in good faith to resolve the disputed amount. Undisputed amounts remain due.

7.12 Payment processing. Payment-card details may be processed by a third-party payment processor. Premwise does not intentionally store complete card numbers. Payment processing is subject to the processor's terms and privacy practices.

8. Customer Content and data protection

8.1 Customer Content. "Customer Content" means data, documents, records, communications, and other content submitted by or for Customer or obtained under Customer's authorization, including policy, payroll, employee, claim, loss-run, premium, and bureau information. As between the parties, Customer retains its rights in Customer Content. Customer grants Premwise a limited right to host, access, reproduce, transform, and otherwise process Customer Content only to provide, secure, support, and comply with law concerning the Services, and as §§9.5–9.6 provide.

8.2 Processing of Customer Personal Data. Where Customer Content includes personal information, Premwise acts as Customer's processor, service provider, or contractor, and Customer is the controller or business. Premwise will: (a) process Customer Personal Data only on Customer's documented instructions, which these Terms and the applicable Order constitute, and as required by law (giving notice where lawful before processing on a legal requirement); (b) not sell or share Customer Personal Data, and not retain, use, or disclose it for any purpose other than performing the Services or as these Terms otherwise permit, including not for a commercial purpose of its own outside §§9.5–9.6; (c) bind each person authorized to process Customer Personal Data to confidentiality; (d) maintain the safeguards required by §8.4; (e) engage subprocessors only under written terms no less protective than this §8.2, remain responsible for their performance, and identify each subprocessor on the Processor List published at the location stated in the Privacy Policy, with notice of additions before they begin processing; (f) assist Customer, at Customer's reasonable request and expense, with data-subject requests, security-incident notification, and any assessment or audit obligation applicable to Customer, and notify Customer without undue delay after becoming aware of a breach of security leading to accidental or unlawful destruction, loss, alteration, or unauthorized disclosure of, or access to, Customer Personal Data; and (g) on termination, return or delete Customer Personal Data as §13.5 provides. Customer is responsible for the lawfulness of the Customer Content it submits and for having any notice or authorization its own obligations require. There is no separate data-processing addendum. These Terms are the whole of the parties' data-processing agreement, and the Processor List is incorporated by reference for the sole purpose of identifying subprocessors.

8.3 No generalized model training. Premwise will not use Customer Content to train or improve generalized or shared machine-learning models and will contractually restrict subprocessors from using Customer Content for their own model training, except with Customer's separate written authorization. This restriction does not prevent Premwise from creating and using Aggregate Data under §§9.5–9.6, including using deidentified derivatives to develop and improve Premwise's own models and analytical systems — but never to train generalized or shared third-party models, and never in a form that can reasonably be linked to Customer or an individual.

8.4 Security. Premwise will maintain reasonable administrative, technical, and organizational safeguards appropriate to the nature of Customer Content. No security system is guaranteed to be completely secure.

8.5 Sensitive data minimization. Customer will not provide Social Security numbers, full medical records, medical narratives, financial-account credentials, or other highly sensitive data unless the Order expressly requires them and Premwise has approved a secure collection method. Customer should redact information not necessary for the stated analysis.

9. Confidentiality

9.1 Confidential Information. "Confidential Information" means nonpublic information disclosed by one party ("Discloser") to the other ("Recipient") that is marked confidential or reasonably should be understood as confidential, including Customer Content, product design, security information, business plans, pricing, and source materials.

9.2 Duties. Recipient will:

• use Confidential Information only to perform or receive the Services;
• protect it using at least reasonable care;
• disclose it only to personnel and contractors who need it and are bound by confidentiality duties; and
• not disclose it to a third party except as permitted by the agreement.

9.3 Exclusions. Confidential Information excludes information Recipient can document was lawfully known without restriction, independently developed without use, lawfully received from another source, or made public without Recipient's breach.

9.4 Required disclosure. Recipient may disclose information when legally required after giving prompt notice where lawful and reasonably cooperating at Discloser's expense.

9.5 Aggregate Data. Notwithstanding any other provision of this Agreement other than Section 8.2, Premwise may compile, create, and use information derived from Customer Content and usage of the Services in aggregated or deidentified form, such that neither Customer, nor any business whose information Customer submitted, nor any individual, can reasonably be identified from it ("Aggregate Data"), created during the Term in the ordinary course of providing the Services (and never by bulk derivation after notice of termination). Premwise may use Aggregate Data for any lawful business purpose, during and after the term of this Agreement, including to develop, improve, and market its products and services; to conduct and publish research; and to create, publish, distribute, and license benchmarks, studies, indices, reports, and statistical datasets. Premwise will not publish, license, distribute, or otherwise disclose outside Premwise any claim-level or injury-attribute row data in any form; published and licensed outputs are limited to aggregated statistics and derived measures. Aggregate Data excludes information obtained under a separate research or calibration-study agreement, which is governed solely by that agreement. As between the parties, Premwise owns all right, title, and interest in Aggregate Data; the right is perpetual and irrevocable as to Aggregate Data created before termination and survives termination or expiration. Customer has no ownership interest in Aggregate Data, and no compensation is owed for its creation or use.

9.6 Deidentification commitments. Premwise will: (a) take reasonable measures, in accordance with its documented deidentification methodology, to ensure Aggregate Data cannot be associated with Customer, any submitted business, or any individual; (b) publicly commit to maintain and use Aggregate Data solely in deidentified form and not to attempt reidentification, except solely to test the effectiveness of its deidentification processes; (c) as to Aggregate Data licensed or otherwise provided to an identified recipient, contractually obligate that recipient to the same commitments, including this pass-down obligation, and monitor compliance and act on breaches — and as to Aggregate Data published generally, apply the suppression and minimum-group rules of its documented deidentification methodology so that the published output itself cannot reasonably be used to identify any business or individual; and (d) not identify Customer or any submitted business by name in any published material without prior written consent. These commitments bind Premwise's successors and assigns, including any acquirer of its assets. Deletion of identified Customer Content on termination proceeds under §13.5 regardless of this Section; only the already-deidentified derivative survives.

10. Intellectual property and third-party materials

10.1 Premwise technology. Premwise and its licensors retain all rights in the Services, software, models, algorithms, workflows, user interface, documentation, original classification reference, templates, and improvements, excluding Customer Content and Customer-owned marks.

10.2 License to Customer. During the subscription term, Premwise grants Customer a limited, nonexclusive, nontransferable right to use the Services and permitted outputs for Customer's internal business purposes and authorized submissions.

10.3 Output use. Subject to payment and law, Customer may use and share a final customer document for the purpose for which it was generated. Customer may not resell Premwise reports, create a competing database, remove material source/limitation disclosures, or imply that Premwise is the issuing authority.

10.4 Feedback. Customer may provide feedback. Premwise may use it without restriction, provided Premwise does not disclose Customer Confidential Information.

10.5 Third-party materials. Carrier, bureau, regulator, payroll-provider, and other third-party materials may be subject to third-party rights and terms. Premwise does not grant Customer rights it does not possess. Customer must use third-party materials only as permitted by law and the applicable source.

10.6 Third-party services. The Services may interoperate with hosting, OCR, AI, payment, email, analytics, bureau, carrier, or other providers. Premwise is not responsible for a third party's independent services, decisions, availability, or terms, but remains responsible for its contractual duties concerning subprocessors under §8.2(e).

11. Acceptable use

Customer will not:

• use the Services for an entity Customer is not authorized to represent;
• upload unlawful, malicious, or infringing content;
• circumvent authentication, access controls, feature flags, geographic restrictions, or source workflows;
• scrape, bulk-download, reverse engineer, or create a competing service from the Services except where law cannot restrict it;
• use an output to impersonate Premwise, a licensed professional, carrier, bureau, regulator, or attorney;
• modify a document to conceal its preparer, source, limitations, or customer authorship;
• submit an output known to be inaccurate;
• use the Services to practice law or insurance without required authority; or
• direct Premwise personnel to perform a blocked activity.

12. Channel terms for licensed brokers

12.1 Broker representations. If Customer uses the Services as an insurance producer, agency, or brokerage ("Broker") for the benefit of its client businesses, Customer represents, on acceptance and continuously: (a) it holds, and will maintain, all licenses required for its services to each client business in each applicable jurisdiction; (b) for each client business it adds, it has a current, demonstrable engagement with authority to receive and handle that business's workers' compensation rating information — adding a business is that representation, is recorded per business at the moment of adding, and is subject to the authorization architecture of §3; (c) the analytical review the Broker delivers to its clients is the Broker's professional work product as §12.2 provides; and (d) for each client business it adds, it holds all rights, notices, consents, authorizations, and lawful bases required to submit that business's information and to permit every use of it described in this agreement, including the Aggregate Data uses in §§9.5–9.6.

12.2 The enforced professional workflow. Premwise provides, and will maintain as a condition of the broker channel's operation, a review workflow that requires the Broker, before any item reaches a client: to view each source document and calculation; to review each item individually (no bulk-acceptance affordance exists); to record its own explanation in its own words; and to attest adoption before delivery under the Broker's name. The Broker will not delegate professional judgment on these steps to unlicensed personnel or bypass them. Premwise may monitor workflow-integrity signals (patterns inconsistent with genuine review) and may suspend the broker channel for a Broker whose use indicates the workflow is not being genuinely performed.

12.3 Authorship. Every client-facing deliverable prepared through the broker channel carries the line "Prepared and adopted by [Agency name], [state/license], using Premwise software for computational support," and the Broker will not remove or alter it in a way that misstates preparation or adoption.

12.4 Compensation is fixed-only, absolutely. No fee paid to or by a Broker under this agreement is, or shall ever be, calculated by reference to any premium amount, commission, consulting fee, identified saving, recovered or avoided premium, accepted or submitted item, client outcome, or result of any kind. Neither party will pay the other any referral fee, revenue share, or commission. Sections 7.6–7.10 do not and cannot apply to a Customer acting as a Broker. Any provision construed to create outcome-linked compensation in the broker channel is void and reforms to the nearest fixed-fee equivalent.

12.5 Licenses and E&O. The Broker will maintain errors-and-omissions coverage customary for its practice and will notify Premwise within five (5) business days of any license lapse, suspension, or restriction affecting a state in which it uses the Services; the affected state's channel features suspend until the license verifies again. License verification precedes activation; the Broker will not use the Services to circumvent a licensing requirement.

12.6 Support boundary. Premwise personnel and automated support will not provide account-specific insurance analysis, classification, reserve, or materiality advice to a Broker's clients or resolve professional-judgment questions on the Broker's behalf; support addresses the operation of the software.

12.7 When the broker relationship ends. Each client business's data belongs to that business, not to the Broker or Premwise. If the Broker's engagement with a client business ends, or the Broker's account terminates: (a) the Broker must stop accessing that business's data; (b) the business may claim its records — Premwise will honor a request from the business, verified against the policy of record, to continue service directly where direct service is then available in the applicable jurisdiction under §1.3, or to export and delete; (c) absent a claim, Premwise will notify each affected business at its address of record and hold the data for a sixty (60)-day claim window before §13.5 disposition. Each client business is an intended third-party beneficiary of this §12.7. Neither party will, during the Broker's term and for twelve (12) months after, solicit the other's role with respect to an attached business, and Premwise will not market direct service to a Broker's attached businesses. Fees for a departed business's unused subscription months are credited to the Broker's account (refunded on request). A departed business's subscription does not renew.

12.8 Billing election. The Schedule states available billing modes.

12.9 Prior instrument. The Broker Software Agreement (v2026-07-24) is retired and superseded by these Terms for any Broker accepting them.

13. Term, suspension, and termination

13.1 (Superseded by §7.5.)

13.2 Suspension. Premwise may suspend access when reasonably necessary to:

• address a security risk;
• prevent unlawful or unauthorized activity;
• comply with law or regulator instruction;
• respond to nonpayment after notice;
• prevent a license, entity, form, or jurisdictional violation; or
• protect the Services or third parties.

Where practical, Premwise will give notice and limit the suspension to the affected feature.

13.3 Termination for cause. Either party may terminate for material breach not cured within thirty days after written notice, or immediately for an incurable legal, security, confidentiality, fraud, or authority breach. If Customer terminates for Premwise's uncured material breach, Premwise will refund prepaid fees for the unused remainder of the Term.

13.4 Regulatory termination. Premwise may terminate or modify a Service immediately if a law, regulator, license status, state opinion, or required form no longer permits it. Customer receives a prorated refund of prepaid fees for the discontinued future period, excluding fees already earned for completed Services.

13.5 Effect. Upon termination, Customer's access ends. Premwise will, on Customer's request made within thirty (30) days after termination, return or delete Customer Content, and will delete it in the ordinary course thereafter, subject to legal retention, backup cycles, dispute preservation, and deidentification under §§9.5–9.6. Customer may self-serve export its Customer Content and final documents in machine-readable form at any time during the Term and for thirty (30) days after termination. Payment, confidentiality, IP, disclaimer, liability, indemnity, dispute, and other provisions intended to survive will survive.

14. Warranties

14.1 Mutual authority. Each party warrants that it has authority to enter the agreement.

14.2 Premwise limited warranty. Premwise warrants that it will provide paid Services in a workmanlike manner consistent with the applicable Order. Customer's exclusive remedy for breach is re-performance or, if re-performance is not commercially reasonable, refund of the fee paid for the affected Service.

14.3 Disclaimer. Except as expressly stated, the Services and outputs are provided "as is" and "as available." To the maximum extent permitted by law, Premwise disclaims implied warranties of merchantability, fitness for a particular purpose, title, noninfringement, and any warranty arising from course of dealing or usage.

Premwise does not warrant that:

• an output is complete or error-free;
• a discrepancy exists;
• a carrier or bureau will accept a finding;
• Customer will receive a refund, credit, premium reduction, revised mod, bid qualification, contract award, or other result;
• a deadline will be extended or preserved;
• a third-party source is accurate or available; or
• the Services replace professional judgment.

15. Indemnification

15.1 Customer indemnity. Customer will defend and indemnify Premwise and its personnel against third-party claims arising from:

• Customer Content or Customer's lack of authority to provide or authorize it;
• Customer's submission, modification, or use of an output;
• Customer's violation of law, a third-party right, or the agreement;
• Customer's instruction to contact or represent another person without authority; or
• a misleading statement made by Customer about Premwise's role.

This indemnity does not apply except to the extent a claim arises from an error in a Premwise output not attributable to Customer Content, Customer's instructions, or Customer's modification, or from Premwise's breach, gross negligence, or willful misconduct.

15.2 Premwise IP indemnity. Premwise will defend Customer against a third-party claim that the unmodified Premwise software, when used as permitted, infringes a United States patent, copyright, or trademark, and will pay finally awarded damages or approved settlements. Premwise may modify, replace, obtain rights for, or terminate the affected Service and refund prepaid unused fees. This does not cover Customer Content, third-party materials, combinations not supplied by Premwise, unauthorized use, or continued use after notice.

15.3 Procedure. The indemnified party must promptly notify the indemnifying party, provide reasonable cooperation, and allow control of the defense and settlement, provided no settlement admits fault or imposes nonmonetary obligations on the indemnified party without consent.

16. Limitation of liability

16.1 Excluded damages. To the maximum extent permitted by law, neither party will be liable for indirect, incidental, special, exemplary, punitive, or consequential damages, or lost profits, revenue, contracts, bids, goodwill, or data, arising from the agreement, even if advised of the possibility.

16.2 Liability cap. Except for the excluded claims below, each party's aggregate liability arising from the agreement will not exceed the greater of: fees paid or payable by Customer under the affected Order during the twelve months preceding the event; or $10,000. For claims arising from Premwise's breach of §§8.2–8.4 (processing of Customer Personal Data, model-training restrictions, and security), or §§9.5–9.6 (Aggregate Data commitments), the aggregate cap is instead the greater of three (3) times the foregoing amount or $100,000.

16.3 Excluded claims. The cap and excluded-damages waiver do not apply to:

• Customer's payment obligations;
• a party's fraud or willful misconduct;
• breach of confidentiality caused by gross negligence or willful misconduct;
• infringement or misappropriation of the other party's IP;
• indemnification obligations to the extent stated; or
• liability that law does not permit the parties to limit.

17. Publicity

Premwise may not use Customer's name, logo, recovery, or case details in publicity without Customer's prior written consent. Any consent must specify the approved claim and may not convert an estimated or credited amount into "recovered."

18. Notices

Legal notices to Premwise go to legal@premwise.ai and Premwise's registered-agent address 16192 Coastal Highway, Lewes, Delaware 19958; legal notices to Customer go to the legal-notice contact on the Order. Price-change, Schedule-change, amendment, and renewal notices under §§7.3, 7.5, and 20 are effective when sent by email to Customer's account address of record, with the send logged. Other legal notices are effective on confirmed delivery. Product messages and ordinary support communications are not legal notices unless expressly identified.

19. Governing law and dispute resolution

19.1 Governing law. The agreement is governed by the law of Delaware, without regard to conflicts principles. The Federal Arbitration Act governs this Section 19.

19.2 Informal resolution first. Before initiating any proceeding (other than small-claims or equitable relief under §19.5), the complaining party will send the other a written dispute notice — signed by the party itself, identifying its account and describing its specific facts and requested relief — and the parties will confer in good faith by telephone or videoconference within sixty (60) days. All applicable limitations periods are tolled during this period. A proceeding may begin only after the period ends without resolution.

19.3 Binding individual arbitration. Any dispute arising out of or relating to the agreement or the Services that is not resolved under §19.2 will be finally resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules (and, for claims under $100,000, its Expedited Procedures), including the AAA's Mass Arbitration Supplementary Rules where applicable, before a single arbitrator. The legal seat is Delaware; hearings are by videoconference by default, documents-only for claims under $25,000 unless any party requests an oral hearing or the arbitrator orders otherwise, and in person only by mutual agreement or arbitrator order (and then in Customer's home district). Judgment on the award may be entered in any court of competent jurisdiction. The arbitrator may award any relief available in court to the individual claimant, and may award attorneys' fees where a claim or defense is frivolous or brought for harassment (bilaterally).

19.4 Class and representative waiver. Each party may bring claims against the other only in its individual capacity. Neither party will participate in a class, collective, consolidated, representative, private-attorney-general, or mass action, and the arbitrator has no authority to preside over any such proceeding. Each party waives trial by jury for any matter that proceeds in court. This arbitration agreement applies prospectively only and does not reach disputes that arose before Customer accepted it.

19.5 Carve-outs (all mutual). Either party may: bring an individual claim in small-claims court; seek injunctive or other equitable relief in court for infringement or misuse of intellectual property, breach of confidentiality, or unauthorized access or use; and litigate in court the entitlement to and scope of public injunctive relief where a statute so requires. Exclusive jurisdiction for matters properly in court, other than a small-claims action, is the state and federal courts located in Delaware.

19.6 Regulatory preservation. Nothing in this Section limits either party's right to report to, file a complaint with, cooperate with, or participate in any proceeding before any state insurance regulator, department of insurance, rating bureau, or other government agency; nothing waives any right that cannot be waived as a matter of law; and no regulatory or administrative matter is submitted to arbitration by this agreement, which does not purport to affect any regulator's jurisdiction.

19.7 Arbitration costs. For any claim seeking $25,000 or less in an individual arbitration to which the AAA's Mass Arbitration Supplementary Rules do not apply, Premwise will pay the arbitrator's compensation and any administrative fees exceeding the filing fee Customer would pay to commence an action in court, except where the arbitrator finds the claim frivolous or brought for harassment. The arbitrator may otherwise allocate fees and costs as the Rules permit, and may defer or reduce a party's share on a showing of hardship. In any proceeding to which the Mass Arbitration Supplementary Rules apply, fees and costs follow the applicable AAA schedule's default allocation.

19.8 Severability of this Section. If the waiver in §19.4 is held unenforceable as to a particular claim, this arbitration agreement is void as to that claim only, which may proceed in court, and remains in full force for all other claims and disputes. A required state-specific consultant agreement may specify different dispute terms for its own scope. Otherwise, this Section 19 is the parties' sole and exclusive dispute-resolution agreement for all disputes between them relating to Premwise or the Services — including disputes about arbitrability — and controls over any other instrument's silence or generality.

20. Changes to these Terms

Premwise may update these Terms with notice by email at least sixty (60) days before Customer's next Renewal Term; updates take effect at that Renewal Term. If Customer does not wish to accept updated Terms, Customer may decline renewal up to the day the Renewal Term begins, at no charge and with no early-termination fee, and Premwise will make Customer's data available for export as §13.5 provides — and any such notice extends the non-renewal deadline as §7.3 provides. Changes to Section 19's dispute-resolution provisions or §16's limitation-of-liability provisions require Customer's affirmative acceptance and are never effective through notice or continued use alone. Posting alone is never notice. The version and hash of the Terms and Schedule Customer accepted are recorded with the acceptance.

21. General

Neither party may assign the agreement without the other's consent, except to an affiliate or in connection with a merger, reorganization, or sale of substantially all assets, provided the assignee assumes the obligations — including the §9.6 commitments — and is legally permitted to provide or receive the Services. Premwise may not assign a regulated engagement to an unlicensed entity. Neither party is liable for delay caused by events beyond reasonable control, except payment obligations, confidentiality/security response, and legal compliance. The parties are independent contractors. No third party is a beneficiary, except that each client business is an intended third-party beneficiary of §12.7. Failure to enforce is not a waiver. Invalid provisions will be modified to the minimum extent necessary, and the remainder remains effective, subject to §19.8's specific rule. Headings are for convenience. Electronic signatures and records are permitted, subject to state and source-specific requirements. The agreement is the entire agreement concerning its subject.

22. State addenda

A state addendum is mandatory when the feature configuration requires a licensed service, approved form, compensation memorandum, or state disclosure. At minimum, the following are separate pre-activation projects:

• Florida unaffiliated-agent agreement and agency disclosures;
• Illinois producer consulting/fee addendum and 2027 law refresh;
• Georgia counselor agreement, entity disclosure, and bond/license information;
• Louisiana consultant contract containing every statutory item;
• Connecticut commissioner-approved contract and advice/fee forms;
• Virginia consultant agreement stating amount or basis of compensation;
• New York Insurance Law §2119 memorandum; and
• any attorney engagement for legal/statutory work.

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Appendix S — Pricing & Availability Schedule (v2)

Per-business annual subscription by verified WC premium band (the price of each Renewal Term, and of every Term on a Broker-added business): S (< $25,000) $250 · M (≥ $25,000 and < $100,000) $900 · L (≥ $100,000 and < $400,000) $3,000 · XL (≥ $400,000) $8,000. First-Term Price (direct subscriptions only; the first Subscription Term, which includes the initial multi-period deterministic recomputation plus any findings the active channel may release, and monitoring for the full Term; no Premwise human review under `DIRECT_SOFTWARE`): 1.5× the band price — $375 / $1,350 / $4,500 / $12,000. Monitoring is included in every subscription in both channels and is not sold separately. There is no activation fee, no base-license fee, and no per-seat fee, in either channel. There are no implementation or support fees. There is no free or trial scan on either channel. Broker channel: each client business at its band price from its first Term; no First-Term Price on client businesses; volume discounts on marginal businesses across any multi-rating account (an account with multiple separately-rated businesses, either channel): businesses 11–25 at 5% off · 26–50 at 10% · 51+ at 15% — worked example: 30 M-band businesses = 10 × $900 + 15 × $855 + 5 × $810 = $25,875/yr. Billing modes: agency-billed (broker channel) · direct-billed. Feature composition and jurisdictional availability: per state, as published at premwise.ai/legal/schedule#availability; features open per state as governance records permit. Recovery-based fees: not available in any jurisdiction.