Terms of Service

1. Introduction

These Terms of Service ("Terms") govern access to and use of the EntityScan AI platform, website, and related services provided by EntityScan AI LLC, a California limited liability company ("ESAI," "we," "us," or "our").

Customer Is a Business Entity. The Services are designed for use by business entities, not individuals acting in a personal capacity. "Customer" (also referred to as "you" or "your") means the business entity that registers for an Account. Individuals who access or use the Services on Customer's behalf are "Authorized Users."

Binding Agreement. By registering an Account, the person completing registration represents and warrants that (a) Customer is a validly existing business entity, and (b) such person has full legal authority to bind Customer to these Terms. Completing the Account registration process constitutes Customer's binding acceptance and agreement to these Terms. Customer agrees that these Terms, as they may be updated from time to time in accordance with Section 20(b), govern Customer's use of the Services. The version of these Terms in effect at the time an order is placed governs that order.

Accounts Established by ESAI. Where ESAI creates or configures an Account at Customer's request or on Customer's behalf, Customer designates a Primary Contact to act as Customer's authorized representative for the Account. Customer represents and warrants that (a) Customer is a validly existing business entity, and (b) the Primary Contact, and each other Authorized User, has full authority to act on Customer's behalf, including to accept these Terms. Customer's Primary Contact and each Authorized User accepts and agrees to these Terms on Customer's behalf upon the earliest of (i) first accessing or logging into the Account, (ii) accepting or acknowledging these Terms through the Services, or (iii) placing an Order.

Acceptance by Use. Regardless of who completed Account registration or setup, Customer's access to or use of the Services — including access or use by its Primary Contact or any Authorized User, and the placement of any Order — constitutes Customer's acceptance and ratification of these Terms.

2. Definitions

• "Account" means the account created by Customer to access the Services.
• "Assistant-Generated Forms" means form documents that confirm who may sign or set the conditions to closing, generated by the Tools using data from the EntityScan report and Customer's input.
• "Authorized User" means an employee, agent, or contractor of Customer designated by Customer to use the Services on Customer's behalf.
• "Credit" means a Report Credit or Status Check Credit, as applicable.
• "Customer Data" means documents and information submitted by Customer for analysis through the Services.
• "Output" means reports and deliverables generated by the Services from Customer Data, including EntityScan reports, entity status check reports, and Assistant-Generated Forms.
• "Report Credit" means a prepaid unit entitling Customer to an EntityScan report for a single borrower entity, including up to two additional report regenerations (three total) for the same borrower entity. Report Credits may also be redeemed for Assistant-Generated Forms; each such redemption includes the first form generation and up to two successful regenerations of the same form on the same Order.
• "Monthly Credit Period" means each one-month period beginning on the date of Customer's initial Subscription purchase and each monthly anniversary thereafter, regardless of whether the Subscription is billed monthly or annually.
• "Services" means access to and use of the Site, Tools, and all related features and functionality.
• "Site" means https://app.entityscan.ai, https://entityscan.ai, and any successor domain or additional domain or subdomain designated by ESAI.
• "Status Check Credit" means a prepaid unit entitling Customer to one entity status check report.
• "Subscription" means a recurring plan providing a monthly allocation of Report Credits at the tier selected by Customer, billed on a monthly or annual basis.
• "Tools" means ESAI's proprietary web-based software accessible via the Site.

3. Accounts

3.1 Account Registration

To use the Services, an authorized representative of Customer must create an Account by providing accurate information about Customer and completing the registration acknowledgment and agreement described in Section 1. Account registration establishes Customer's binding agreement to these Terms.

3.2 Authorized Users

• (a) Designation. Customer shall designate one or more Authorized Users to access the Services on Customer's behalf, including each Authorized User's access level (e.g., whether an Authorized User may access the "All Orders" view, which provides access to orders submitted by other Authorized Users. Customer is responsible for configuring, reviewing, and maintaining these designations, and shall grant each Authorized User only the level of access reasonably necessary to perform that user's duties (a "need-to-know" basis).
• (b) User Authority. Customer represents and warrants that each Authorized User is authorized to act on Customer's behalf, including placing orders and accepting the then-current Terms at the time of each order. Each Authorized User's acceptance of these Terms when placing an order constitutes a binding reaffirmation of Customer's agreement to the Terms then in effect, on Customer's behalf.
• (c) User Access. Customer acknowledges that the Services provide Authorized Users with access to Orders and their associated documents and reports, and that certain permission levels and access scopes — including the "All Orders" view — allow an Authorized User to access all Orders across Customer's Account, together with the borrower entity documents, uploaded materials, and EntityScan Reports associated with those Orders. Customer further acknowledges that such documents and materials may contain confidential, proprietary, personal, or otherwise sensitive information. Accordingly, Customer shall grant "All Orders" view access, and any other broad or elevated access, only to Authorized Users with a legitimate need for such access, and shall limit and promptly adjust such access as roles and responsibilities change.
• (d) Customer Responsibility. Customer is responsible for (i) each Authorized User's compliance with these Terms; (ii) all activity, access, and use occurring under its Account; (iii) all documents and information uploaded to or submitted through its Account, and its right to upload and share the same; and (iv) any access to, use, disclosure, retention, or misuse of documents, reports, or information — including sensitive information and borrower entity documents — resulting from the Authorized Users, permission levels, and access scopes it designates or authorizes. Customer shall promptly remove access, or instruct ESAI to remove access, for any individual who is no longer an authorized employee, agent, or contractor of Customer or who no longer requires access. ESAI is not responsible for Customer's internal access-level decisions or for any improper use of documents or information by Customer's Authorized Users.

3.3 Account Security

Customer is responsible for maintaining the confidentiality of all Account credentials. Customer must notify ESAI promptly at support@entityscan.ai if it becomes aware of any unauthorized use of its Account.

4. Subscriptions and Pricing

ESAI offers Report Credits and Status Check Credits (collectively, "Credits"). Report Credits are available via Subscription as described in Section 4.1. Status Check Credits are available for purchase in credit packs as described in Section 4.2.

4.1 Subscription Plans

• (a) Plan Selection. Subscription plans are available at the tiers and prices published at https://entityscan.ai at the time of purchase.
• (b) Report Credit Subscriptions. Report Credit Subscriptions are available on a monthly or annual basis. Each tier provides a monthly allocation of Report Credits. A new allocation is provided at the start of each Monthly Credit Period; unused Report Credits from the prior Monthly Credit Period do not roll over. Annual subscribers pay for eleven months and receive twelve months of service at the discounted annual rate.
• (c) Payment. Subscription fees are charged to the payment method on file via ESAI's third-party payment processor. Monthly Subscriptions are billed at the start of each billing cycle. Annual Subscriptions are billed in full at the start of the annual term. Customer is responsible for maintaining a current, valid payment method on file.
• (d) Auto-Renewal. Subscriptions automatically renew at the end of each billing cycle (monthly or annual, as applicable) at the then-current price unless canceled before the renewal date.
• (e) Overage. If Customer exceeds the Report Credits included in its Subscription tier during a Monthly Credit Period, Customer may continue to place orders. ESAI will charge Customer for excess Report Credits at the same per-credit rate as the Report Credits included in Customer's Subscription tier. Overage charges are billed at the start of the following Monthly Credit Period.
• (f) Plan Changes. Monthly subscribers may upgrade or downgrade to any Subscription tier. Upgrades take effect immediately, with fees prorated for the remainder of the current billing cycle. Downgrades take effect at the start of the next billing cycle. Annual subscribers may upgrade mid-term by contacting ESAI's sales team; downgrades for annual plans take effect at renewal.
• (g) Cancellation. Customer may request cancellation of its Subscription at any time through its Account or by contacting support@entityscan.ai. Cancellation takes effect at the end of the current monthly or annual billing cycle. No refunds are provided for partial billing periods or unused Credits.

4.2 Status Check Credit Purchases (No Subscription Required)

• (a) Status Check Credit Packs. Customer may purchase Status Check Credits in the credit pack sizes and at the prices published at https://entityscan.ai at the time of purchase.
• (b) Payment. Status Check Credit purchases are charged to Customer's payment method at the time of purchase.
• (c) No Recurring Charges. Status Check Credit purchases are one-time transactions and do not auto-renew.

4.3 Credit Usage and Expiration

• (a) Report Credit Usage. Each Report Credit entitles Customer to an EntityScan report for a single borrower entity and includes up to two additional report regenerations (three total) for the same borrower entity.
• (b) Status Check Credit Usage. Each Status Check Credit entitles Customer to one entity status check report.
• (c) Expiration — Report Credits. Each Subscription tier provides a monthly allocation of Report Credits. Unused Report Credits expire at the end of each Monthly Credit Period and do not roll over.
• (d) Expiration — Status Check Credits. Status Check Credits expire twelve (12) months from the date of purchase.
• (e) No Refunds for Unused Credits. Credits that expire unused are forfeited. ESAI does not provide refunds for expired or unused Credits.
• (f) Payment Processing Continuity. If a payment processing issue prevents the timely allocation of Credits at the start of a Monthly Credit Period, ESAI may, at its sole discretion, permit Customer to continue using the Services and allow Customer's Credit balance to go negative up to a threshold determined by Customer's Subscription tier. Any negative balance is deducted from the new allocation upon successful payment processing. If payment is not successfully processed, no further Credits will be allocated and no further reports will be processed once the negative balance threshold is reached, until payment is successfully completed. Customer remains liable for all Credits consumed while its balance was negative.

4.4 Pricing Changes

ESAI may change its prices as published at https://entityscan.ai at any time. Price changes do not affect the price of Credits already purchased or the price of any Subscription during its current billing cycle. Updated prices apply to all renewals and new purchases on or after the posting date.

4.5 Taxes

All prices are exclusive of applicable taxes. Customer is responsible for any sales, use, VAT, or similar taxes associated with its purchases, except for taxes based on ESAI's income.

4.6 Promotional Pricing and Discounts

ESAI may from time to time offer promotional pricing, discounts, or special terms. Such offers are subject to additional terms communicated at the time of the offer and may be modified or discontinued at ESAI's discretion.

5. Payment Processing

All payments are processed through a third-party payment processor designated by ESAI, which may change from time to time. By providing payment information, Customer authorizes ESAI and its payment processor to charge the payment method Customer has established for all amounts due. Customer agrees to keep its payment information up to date. If a payment fails, ESAI may suspend access to the Services until payment is received. ESAI does not store full credit card numbers; payment credentials are held by the payment processor in accordance with its security standards.

6. License and Use Rights

6.1 Services License

Subject to these Terms and payment of applicable fees, ESAI grants Customer a limited, non-exclusive, non-transferable license for Customer and its Authorized Users to access and use the Services solely for Customer's internal business purposes.

6.2 Output License

ESAI retains ownership of the underlying technology and methods used to generate Output. Customer receives a limited license to use Output for Customer's internal business purposes, including sharing Output with borrowers, counterparties, and professional advisors directly involved in the transaction for which a report is provided. Redistribution or commercial resale of Output to parties outside a specific transaction is prohibited without ESAI's prior written consent.

6.3 Assistant-Generated Forms

Assistant-Generated Forms are licensed, not sold, for Customer's own use solely in connection with the specific Order and transaction for which they were generated. Customer may not otherwise redistribute, publish, or resell Assistant-Generated Forms; may not use them, or the document templates from which they are generated ("Form Templates"), as templates or precedents for any other transaction; and may not use them to develop a forms library, template set, or competing product or service. ESAI retains all right, title, and interest in the Form Templates, including all copyrights.

7. Restrictions

Customer shall not:

• (a) Use the Services for any unlawful purpose or in violation of applicable law;
• (b) Provide access to, or use the Services for the benefit of, any third party (including service bureau or outsourcing use);
• (c) Upload documents or information without proper authority or in violation of confidentiality obligations;
• (d) Reverse engineer, decompile, disassemble, copy, or attempt to derive the source code, models, or underlying methods of the Tools;
• (e) Use the Services to develop a competing product or service, or for benchmarking to the detriment of ESAI;
• (f) Circumvent security or technical restrictions, or access the Services other than through supported interfaces;
• (g) Permit access by individuals who are not Authorized Users or who are no longer employed or engaged by Customer;
• (h) Share Account credentials with any third party or allow multiple individuals to use a single set of credentials.

8. Customer Obligations

• (a) Business Entity. Customer represents and warrants that it is a validly existing business entity and that it will maintain its legal status throughout the term of its use of the Services.
• (b) Authority. Customer represents and warrants that the individual who registered the Account had full authority to bind Customer to these Terms, and that each Authorized User permitted to access the Account is authorized to act on Customer's behalf, including placing orders and accepting these Terms on Customer's behalf.
• (c) Rights to Data. Customer represents and warrants that it has all necessary rights, permissions, and consents to submit Customer Data for analysis through the Services.
• (d) Lawful Use. Customer shall not submit data if a submission violates the law, infringes third-party rights, or contains malware.
• (e) Credentials. Customer is responsible for maintaining the confidentiality of its Account credentials and for all activities occurring under its Account, whether or not authorized by Customer.
• (f) Cooperation. Customer will provide reasonable cooperation, including timely responses and accurate information, to facilitate the provision of the Services.

9. AI Disclaimer and Assumption of Risk

• (a) The Tools operate using artificial intelligence and automated processes without human verification by ESAI. Output may be incomplete, inaccurate, or require human judgment.
• (b) ESAI makes no representation that Output is complete, accurate, or suitable for any particular purpose. Customer is solely responsible for independently verifying Output before relying on it in any legal, financial, or business context.
• (c) Customer assumes all risks arising from its reliance on Output and the Services.

10. No Legal Advice

ESAI is not a law firm and does not provide legal advice. Output and any related materials are informational only and are not a substitute for the professional judgment of qualified counsel.

11. Confidentiality and Security

• (a) Confidentiality. Each party will protect the other party's confidential information and use it only as necessary to perform under these Terms. Confidentiality obligations do not apply to information that is publicly available without breach, independently developed, or lawfully obtained without restriction.
• (b) Security. ESAI employs commercially reasonable administrative, technical, and physical safeguards to protect Customer Data, including: (i) logical isolation of Customer Data from other customers through application-level and cloud-level security controls; (ii) role-based access controls; (iii) environment-level security; (iv) encryption of Customer Data in transit and at rest; and (v) processing through enterprise-grade AI services with vendor privacy commitments as described in Section 12(c). Customer is responsible for its own systems and the secure transmission of Customer Data to the Services.
• (c) Legal Disclosures. If ESAI is required by law to disclose confidential information, ESAI will provide prior notice to Customer (to the extent legally permitted) and will cooperate to the extent reasonably possible to seek protective treatment.

12. Data Use and Privacy

• (a) Use of Customer Data. ESAI will use Customer Data only to provide and maintain the Services and as otherwise permitted by these Terms.
• (b) Service Improvement. ESAI may use Customer Data and information derived from Customer's use of the Services to operate, maintain, secure, support, and improve the Services, and for internal analytics. ESAI does not sell Customer Data and does not share Customer Data with third parties except as necessary to provide the Services or as required by law.
• (c) Third-Party AI Providers. ESAI uses AI models from third-party artificial intelligence providers to process Customer Data in the course of providing the Services. ESAI accesses these models through secure, encrypted API calls under contractual terms that:
  • (i) prohibit the use of Customer Data, or content derived from Customer Data, to train, fine-tune, or otherwise improve the providers' foundation models or other AI systems;
  • (ii) limit the providers' processing of Customer Data to generating the response to ESAI's API request;
  • (iii) restrict human access to Customer Data by the providers, except as necessary for security, abuse detection, or as required by law; and
  • (iv) limit any provider-side retention of Customer Data to the period necessary for those limited purposes.

  ESAI will maintain equivalent contractual protections with any future or replacement third-party AI provider.

• (d) Retention and Deletion. ESAI will retain PDFs submitted for analysis for at least ninety (90) days after an order is submitted, unless a shorter retention period is requested by Customer, in which case ESAI will apply the requested period subject to applicable legal-retention and legal-hold requirements. After such period, ESAI may delete them in its sole discretion without further notice to Customer. Upon Customer's written request and subject to legal retention requirements, and excluding offline archives, ESAI will delete Customer Data from its active database within a commercially reasonable time after termination of Customer's Account.

13. Intellectual Property

• (a) ESAI Ownership. ESAI retains all rights, title, and interest in and to the Site, Tools, software, documentation, and all improvements and derivative works. Nothing in these Terms transfers any ESAI intellectual property to Customer.
• (b) Customer Data Ownership. Customer retains all rights in Customer Data, subject to the limited rights granted to ESAI in Section 12.
• (c) Feedback. If Customer provides suggestions, ideas, or feedback relating to the Services, ESAI may use them without restriction or obligation to Customer.
• (d) Name and Logo. ESAI may use Customer's name and logo solely to identify Customer as a user of the Services in ESAI's marketing and sales materials, unless Customer opts out by notifying ESAI in writing.

14. Warranties and Disclaimers

14.1 Customer Warranty

Customer represents that it has the right to provide Customer Data and that its use of the Services complies with applicable law.

14.2 Disclaimer

THE SERVICES AND OUTPUT ARE PROVIDED "AS IS" AND "AS AVAILABLE." ESAI DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. OUTPUT IS AI-GENERATED AND MAY BE INCOMPLETE OR INACCURATE. ESAI DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE.

15. Indemnification

Customer shall defend, indemnify, and hold harmless ESAI and its affiliates, officers, members, directors, employees, and agents from claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of: (i) Customer Data; (ii) Customer's or an Authorized User's use of the Services in violation of these Terms; or (iii) Customer's breach of these Terms.

16. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL ESAI BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, GOODWILL, OR DATA, EVEN IF ADVISED OF THE POSSIBILITY. ESAI'S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER TO ESAI IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

16.1 Output Acceptance

Customer shall review each Output promptly upon delivery. Output is deemed accepted unless Customer notifies ESAI in writing (legal@entityscan.ai) of any material error within five (5) business days of the Output becoming available. After that period, Customer waives any claim related to the accuracy or completeness of that Output.

16.2 Jury Waiver and Class Action Waiver

TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY IRREVOCABLY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THESE TERMS. EACH PARTY FURTHER AGREES THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION.

17. Term, Suspension, and Termination

17.1 Term

These Terms are effective when Customer creates an Account, or first uses the Services, and continue until Customer's Account is terminated in accordance with this Section 17, subject to the survival provisions in Section 17.4.

17.2 Termination by Customer

Customer may request cancellation of its Subscription and closure of its Account at any time through its Account or by contacting support@entityscan.ai. Cancellation takes effect at the end of the current monthly or annual billing cycle. No refunds are provided for unused Credits or partial billing periods.

17.3 Suspension and Termination by ESAI

ESAI may suspend or terminate Customer's access to the Services: (i) for non-payment; (ii) if Customer violates these Terms; or (iii) to address security risks or protect the Services or third parties. ESAI will provide reasonable notice before termination except where immediate action is required to protect the Services or comply with law. If ESAI terminates Customer's Account without cause, ESAI will refund the prorated portion of any prepaid, unused Subscription fees.

17.4 Effect of Termination

Upon termination, Customer's license to use the Services ceases. Unused Credits are forfeited unless termination is by ESAI without cause. Sections that by their nature should survive (including Sections 9, 10, 11, 12, 13, 14, 15, 16, 19, and 20) will survive termination.

18. Service Changes and Availability

• (a) Changes. ESAI may modify features or functionality of the Services from time to time. Material changes will not remove core functionality of purchased Credits during their validity period.
• (b) Availability. The Services may be unavailable due to maintenance, updates, or factors outside ESAI's reasonable control.
• (c) Force Majeure. ESAI is not liable for any failure or delay due to events beyond its reasonable control, including natural disasters, government action, labor disputes, war, terrorism, power or internet interruptions, epidemics, or failures of third-party providers.
• (d) Discontinuation. ESAI may discontinue the Services, in whole or in part, or terminate any Customer's access to the Services, at any time upon thirty (30) days' notice to affected Customers. Customer may continue to use the Services and Credits until the discontinuation or termination date specified in such notice. ESAI will refund the purchase price of any unused, unexpired Credits remaining as of the discontinuation or termination date, and the prorated portion of any prepaid Subscription fees attributable to the period after such date. Refunds will be issued within sixty (60) days to the original payment method on file, or if that is not possible, by check or bank transfer. Discontinuation or termination under this Section does not affect the survival of provisions under Section 17.4.

19. Dispute Resolution and Governing Law

• (a) Governing Law. These Terms are governed by the laws of the State of California, without regard to conflict-of-laws principles.
• (b) Arbitration. Disputes arising out of or relating to these Terms shall be resolved by binding arbitration administered by JAMS under its Comprehensive Arbitration Rules in Orange County, California, except that ESAI may seek injunctive or other equitable relief in any court of competent jurisdiction.
• (c) Venue. For any disputes not subject to arbitration, the exclusive venue shall be the state and federal courts located in Orange County, California.

20. General Provisions

• (a) Entire Agreement. These Terms, together with any Enterprise Subscription Agreement executed between the parties, constitute the entire agreement between Customer and ESAI regarding the Services. In the event of a conflict, an executed Enterprise Subscription Agreement controls over these Terms.
• (b) Updates to Terms. ESAI may update these Terms at any time by posting a revised version at https://entityscan.ai/terms. Updated Terms apply to all orders placed and all usage on or after the date of posting. Continued use of the Services after the effective date of updated Terms constitutes acceptance.
• (c) Assignment. Customer may not assign these Terms without ESAI's prior written consent. ESAI may assign to an affiliate or successor by merger, reorganization, or asset sale.
• (d) Severability. If any provision of these Terms is held invalid, the remaining provisions remain in full force.
• (e) Waiver. No waiver of any provision is effective unless in writing and signed by the waiving party.
• (f) Notices. ESAI may provide notices via the Site, email, or through the Services. Customer notices to ESAI must be sent to legal@entityscan.ai.
• (g) Independent Contractors. The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, or agency relationship.

Contact

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