Terms of Service

1. Introduction and Acceptance

Welcome to Coevolved. These Terms of Service ("Terms") constitute a legally binding agreement between you and Coevolved Inc., a Delaware corporation ("Coevolved," "Company," "we," "us," or "our"), governing your access to and use of the Coevolved platform, software, APIs, and related services (collectively, the "Services").

By accessing or using the Services, or by clicking to accept or agree to these Terms when this option is made available to you, you accept and agree to be bound by these Terms. If you are entering into these Terms on behalf of a company, organization, or other legal entity ("Customer"), you represent and warrant that you have the authority to bind such entity to these Terms, and "you" and "your" shall refer to such entity.

If you do not agree to these Terms, you may not access or use the Services.

2. Definitions

• "Customer" means the entity (such as a bank, lender, or financial institution) that has entered into an agreement with Coevolved to use the Services.
• "End User" means any individual who accesses or uses the Services through Customer's deployment, including Customer's employees, contractors, and Customer's own clients (e.g., mortgage borrowers).
• "Customer Content" means any data, documents, information, or other materials uploaded, submitted, or otherwise provided by Customer or End Users through the Services.
• "Order Form" means any ordering document, statement of work, or similar agreement executed between Customer and Coevolved that references these Terms.
• "Services" means Coevolved's AI-powered platform for mortgage origination assistance, document processing, and related functionality as described in the applicable Order Form.
• "Documentation" means the user guides, technical specifications, and other materials provided by Coevolved describing the Services.

3. Commercial Terms and Order Forms

3.1 Order Forms

Access to the Services is governed by one or more Order Forms executed between Customer and Coevolved. Each Order Form is incorporated into and made part of these Terms. In the event of any conflict between an Order Form and these Terms, the Order Form shall control with respect to the subject matter of that Order Form.

3.2 Fees and Payment

Customer shall pay all fees specified in the applicable Order Form. Unless otherwise stated in the Order Form: (a) fees are due within thirty (30) days of invoice date; (b) all payments are non-refundable except as expressly set forth herein; and (c) fees are exclusive of taxes.

3.3 Taxes

Customer is responsible for all applicable taxes, levies, or duties imposed by taxing authorities, excluding taxes based on Coevolved's net income. If Coevolved is required to collect or pay any such taxes, they will be invoiced to Customer unless Customer provides a valid tax exemption certificate.

4. Accounts and Access

4.1 Account Registration

Customer must designate one or more administrators who will manage access to the Services. Customer is responsible for maintaining the confidentiality of all login credentials and for all activities that occur under Customer's accounts.

4.2 End User Management

Customer is solely responsible for: (a) authorizing and managing End User access to the Services; (b) ensuring End Users comply with these Terms; (c) all acts and omissions of End Users; and (d) the accuracy, quality, and legality of Customer Content provided by End Users.

4.3 Security Obligations

Customer shall: (a) implement appropriate administrative, physical, and technical safeguards to protect access credentials; (b) promptly notify Coevolved of any unauthorized access or security breach; and (c) not share account credentials or allow multiple individuals to use the same account.

5. Acceptable Use and Restrictions

5.1 Permitted Use

Subject to these Terms and the applicable Order Form, Coevolved grants Customer a limited, non-exclusive, non-transferable right to access and use the Services solely for Customer's internal business purposes in accordance with the Documentation.

5.2 Prohibited Conduct

Customer and End Users shall not:

• Use the Services in violation of any applicable law or regulation, including without limitation laws governing financial services, consumer protection, data privacy, or anti-discrimination;
• Sublicense, resell, rent, lease, or otherwise transfer rights to the Services to any third party except as expressly permitted;
• Reverse engineer, decompile, disassemble, or attempt to derive the source code of the Services;
• Copy, modify, or create derivative works based on the Services or any portion thereof;
• Access or use the Services to build a competitive product or service;
• Interfere with or disrupt the integrity or performance of the Services or third-party data contained therein;
• Attempt to gain unauthorized access to the Services or related systems or networks;
• Upload, transmit, or store any malicious code, viruses, or harmful content;
• Use the Services to transmit unsolicited communications or spam;
• Remove, alter, or obscure any proprietary notices on the Services.

5.3 Compliance with Laws

Customer shall use the Services in compliance with all applicable federal, state, and local laws and regulations, including without limitation the Equal Credit Opportunity Act (ECOA), Fair Housing Act (FHA), Truth in Lending Act (TILA), Real Estate Settlement Procedures Act (RESPA), and any applicable state lending laws. Customer acknowledges that it is solely responsible for ensuring that its use of the Services complies with all such requirements.

6. Data and Privacy

6.1 Customer Content Ownership

As between Customer and Coevolved, Customer retains all right, title, and interest in and to Customer Content. Customer grants Coevolved a limited, non-exclusive license to use, process, and store Customer Content solely as necessary to provide the Services.

6.2 Data Processing

Customer acknowledges that the Services may process personally identifiable information (PII), financial data, and other sensitive information on behalf of Customer. Customer is solely responsible for obtaining all necessary consents and providing all required disclosures to End Users regarding the collection, use, and processing of their data.

6.3 Data Security

Coevolved maintains administrative, physical, and technical safeguards designed to protect Customer Content. However, Customer acknowledges that no method of electronic transmission or storage is completely secure, and Coevolved cannot guarantee absolute security.

6.4 Confidentiality

Each party agrees to protect the confidential information of the other party using the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care. Confidential information shall not be disclosed to third parties except as necessary to perform obligations under these Terms or as required by law.

6.5 Data Export and Deletion

Upon Customer's written request made within thirty (30) days after termination or expiration of the applicable Order Form, Coevolved will make Customer Content available for export in a standard format. Thereafter, Coevolved may delete Customer Content in accordance with its standard data retention policies, subject to any legal retention requirements.

6.6 Subprocessors

Coevolved may engage third-party subprocessors to assist in providing the Services. Coevolved shall ensure that any subprocessor is bound by data protection obligations substantially similar to those set forth herein.

7. Intellectual Property

7.1 Coevolved IP

Coevolved and its licensors retain all right, title, and interest in and to the Services, including all software, algorithms, interfaces, technology, databases, trademarks, and other intellectual property embodied therein. These Terms do not grant Customer any rights to Coevolved's intellectual property except for the limited license expressly set forth herein.

7.2 Feedback

If Customer provides any suggestions, ideas, enhancement requests, or other feedback regarding the Services ("Feedback"), Customer hereby grants Coevolved a perpetual, irrevocable, royalty-free, worldwide license to use, modify, and incorporate such Feedback into the Services without any obligation to Customer.

7.3 Usage Data

Coevolved may collect and analyze aggregated, de-identified data regarding use of the Services ("Usage Data") for purposes of improving and optimizing the Services. Coevolved retains all rights in such Usage Data.

8. Third-Party Services and Integrations

The Services may integrate with or provide access to third-party services, applications, or content. Coevolved does not control and is not responsible for such third-party services. Customer's use of third-party services is subject to the applicable third-party terms and privacy policies. Coevolved makes no warranties regarding the availability, accuracy, or reliability of any third-party services.

9. AI Output Disclaimer

The Services utilize artificial intelligence and machine learning technologies. Customer acknowledges and agrees that:

• AI-generated outputs, recommendations, analyses, and content (collectively, "AI Outputs") may be inaccurate, incomplete, or contain errors;
• AI Outputs are provided for informational purposes only and do not constitute legal, financial, or professional advice;
• Customer must independently verify, validate, and review all AI Outputs before relying upon them for any business, regulatory, or lending decisions;
• Customer retains full responsibility for all decisions made using or based on AI Outputs, including all lending, underwriting, and compliance decisions;
• Coevolved makes no representations or warranties regarding the accuracy, completeness, or fitness for purpose of any AI Outputs;
• Customer shall not rely solely on AI Outputs for any decision that could materially affect an End User or any other person.

10. Disclaimers

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. TO THE FULLEST EXTENT PERMITTED BY LAW, COEVOLVED DISCLAIMS ALL WARRANTIES, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

Coevolved does not warrant that: (a) the Services will meet Customer's requirements; (b) the Services will be uninterrupted, timely, secure, or error-free; (c) the results obtained from use of the Services will be accurate or reliable; or (d) any errors in the Services will be corrected.

Customer assumes all responsibility for determining whether the Services are appropriate for Customer's use and for ensuring compliance with all applicable laws and regulations.

11. Limitation of Liability

11.1 Exclusion of Consequential Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL COEVOLVED BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR OTHER INTANGIBLE LOSSES, arising out of or related to these Terms or the use of or inability to use the Services, regardless of the theory of liability (contract, tort, strict liability, or otherwise) and even if Coevolved has been advised of the possibility of such damages.

11.2 Liability Cap

TO THE MAXIMUM EXTENT PERMITTED BY LAW, COEVOLVED'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE GREATER OF: (A) THE AMOUNTS PAID BY CUSTOMER TO COEVOLVED IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM; OR (B) ONE HUNDRED DOLLARS ($100).

11.3 Basis of the Bargain

The limitations set forth in this Section 11 reflect the allocation of risk between the parties and are an essential basis of the bargain between them. The Services would not be provided without these limitations.

12. Indemnification

Customer shall indemnify, defend, and hold harmless Coevolved and its officers, directors, employees, agents, and affiliates from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

• Customer's or End Users' use of the Services in violation of these Terms;
• Customer Content, including any claim that Customer Content infringes or violates any third-party rights;
• Any dispute or claim between Customer and any End User;
• Customer's violation of any applicable law or regulation;
• Any lending, underwriting, or business decision made by Customer using the Services.

13. Term and Termination

13.1 Term

These Terms commence on the date Customer first accesses the Services and continue until terminated. The term of each Order Form shall be as specified therein.

13.2 Termination for Cause

Either party may terminate these Terms and any Order Form immediately upon written notice if the other party: (a) materially breaches these Terms and fails to cure such breach within thirty (30) days after receiving written notice; or (b) becomes the subject of bankruptcy, insolvency, or similar proceedings.

13.3 Effect of Termination

Upon termination: (a) Customer's rights to access the Services shall immediately cease; (b) Customer shall pay all outstanding fees; (c) each party shall return or destroy the other party's confidential information upon request; and (d) provisions that by their nature should survive termination shall survive, including Sections 6.4 (Confidentiality), 7 (Intellectual Property), 9 (AI Output Disclaimer), 10 (Disclaimers), 11 (Limitation of Liability), 12 (Indemnification), 14 (Governing Law), and this Section 13.3.

14. Governing Law and Dispute Resolution

14.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles.

14.2 Exclusive Jurisdiction

Any dispute arising out of or related to these Terms shall be subject to the exclusive jurisdiction of the state and federal courts located in Wilmington, Delaware. Each party consents to the personal jurisdiction of such courts and waives any objection based on venue or inconvenient forum.

14.3 Waiver of Jury Trial

EACH PARTY HEREBY WAIVES ITS RIGHT TO A JURY TRIAL IN CONNECTION WITH ANY DISPUTE ARISING OUT OF OR RELATED TO THESE TERMS.

15. General Provisions

15.1 Entire Agreement

These Terms, together with any Order Forms and the Privacy Policy, constitute the entire agreement between the parties regarding the subject matter hereof and supersede all prior agreements, understandings, and communications, whether written or oral.

15.2 Amendments

Coevolved may update these Terms from time to time. Material changes will be communicated via email or through the Services. Continued use of the Services after such changes constitutes acceptance of the updated Terms.

15.3 Assignment

Customer may not assign these Terms or any rights hereunder without Coevolved's prior written consent. Coevolved may assign these Terms without restriction. Any attempted assignment in violation of this provision shall be void.

15.4 Severability

If any provision of these Terms is held invalid or unenforceable, that provision shall be construed to reflect the parties' intent to the maximum extent possible, and the remaining provisions shall continue in full force and effect.

15.5 Waiver

No waiver of any provision of these Terms shall be effective unless in writing and signed by the waiving party. No failure or delay in exercising any right shall constitute a waiver thereof.

15.6 Force Majeure

Neither party shall be liable for any failure or delay in performance due to causes beyond its reasonable control, including natural disasters, war, terrorism, labor disputes, government actions, or internet or telecommunications failures.

15.7 Notices

All notices required or permitted under these Terms shall be in writing and shall be deemed given when delivered personally, sent by confirmed email, or sent by nationally recognized overnight courier. Notices to Coevolved shall be sent to the address below.

15.8 Independent Contractors

The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship between the parties.

15.9 No Third-Party Beneficiaries

These Terms are for the sole benefit of the parties and their permitted successors and assigns. Nothing herein shall confer any rights upon any third party.

15.10 Export Compliance

Customer shall comply with all applicable export control laws and regulations, including without limitation the U.S. Export Administration Regulations and sanctions programs administered by the Office of Foreign Assets Control (OFAC).

15.11 Government Users

If Customer is a U.S. government entity, the Services are provided as "commercial computer software" and "commercial computer software documentation" as defined in applicable federal acquisition regulations.

16. Contact Information

If you have questions about these Terms, please contact us: