Master Subscription Agreement

Last Updated: September 2026 | Version 1.4.0

Please read this Master Subscription Agreement ("Agreement" or "MSA") carefully. This Agreement is a legally binding contract entered into by and between CODE4 ENTERPRISES LLC, an Arizona limited liability company doing business as Insure Assist AI ("Provider", "Company", "we", "us", or "our"), and the insurance agency, brokerage, corporate entity, or individual executing an online registration, subscription order, or account creation ("Customer", "Agency", or "You").

By registering an agency workspace, clicking an acceptance checkbox, or utilizing the cloud-hosted platform and automated services (the "Platform" or "Services"), the individual acting on behalf of Customer represents and warrants that they possess full legal authority to bind Customer to this Agreement. If Customer does not agree to all terms of this Agreement, Customer is not authorized to access or use the Services.

1. Nature of Services & InsurTech Regulatory Disclaimer

Technology Platform Only: Provider is a specialized software technology provider. CODE4 ENTERPRISES LLC IS NOT AN INSURANCE CARRIER, INSURANCE BROKER, AGENCY, THIRD-PARTY ADMINISTRATOR (TPA), OR SURPLUS LINES LICENSEE, AND DOES NOT PROVIDE LICENSED LEGAL, UNDERWRITING, OR COVERAGE ADVICE.

Producer of Record Responsibility: Customer acknowledges that all insurance determinations, coverage limits, policy endorsements, certificates of insurance (including ACORD 25 and ACORD 28 forms), and communications issued through or generated by the Platform remain the sole legal and regulatory responsibility of Customer and its licensed Producer(s) of Record.

Zero Fiduciary or Coverage Liability: Provider assumes no fiduciary duty to Customer or any insured, certificate holder, or claimant. Provider shall have zero liability for any denied claims, coverage gaps, underinsured losses, or regulatory penalties arising out of policies administered using the Platform.

2. Services Access, Scope, and Workspace Provisioning

Access Grant: Subject to the terms of this Agreement and timely payment of applicable fees, Provider grants Customer a non-exclusive, non-transferable, revocable, and limited right to access and utilize the Platform solely for Customer's internal insurance administration, ACORD document processing, and policy governance.

No Software Delivery: Customer acknowledges that the Services are cloud-hosted SaaS. No copies of the Platform software or source code will be delivered to or installed on Customer's hardware.

Account Security & Responsibility: Customer is solely responsible for maintaining the confidentiality of all administrative and user credentials, magic login links, and API tokens. Customer is strictly liable for all activities, actions, and data transmissions that occur under its agency account.

Incorporation of Policies: This Agreement explicitly incorporates by reference the Insure-Assist AI Terms of Use and Privacy Policy. Customer agrees to ensure that all authorized users (agents, CSRs, assistants, and staff) comply with the Terms of Use.

3. Artificial Intelligence, OCR, and Automation Controls

The Platform utilizes advanced machine learning and generative artificial intelligence pipelines (hosted securely within Google Cloud Platform) to perform optical character recognition (OCR), document parsing, policy data extraction, and automated workflows.

Probabilistic Machine Learning & Assistive Clerical Role: The Platform utilizes probabilistic machine learning and optical character recognition algorithms. Customer expressly acknowledges and agrees that automated extractions, compliance checks, and generated documents may contain omissions, discrepancies, misinterpretations, or clerical errors. The Platform is an assistive clerical productivity aid, NOT an authoritative underwriting verification engine or licensed insurance producer. Customer relies on any system output, extracted data, or draft certificate strictly at its own risk, and warrants that all outputs and certificates will be thoroughly validated by licensed insurance professionals before formal issuance or distribution.

Human-in-the-Loop & Automation Settings: Customer may configure its workflow automation settings between manual human review ("Review & Send") and automated dispatch ("Auto-Send"). If Customer enables automated dispatch without prior manual review, Customer assumes full legal responsibility and liability for all certificates issued under its automated configuration.

Zero Third-Party Model Training: Provider warrants and agrees that Customer Content, policyholder PII, and extracted insurance metadata are NEVER shared with third-party public AI providers, nor are they used to train, retrain, or fine-tune foundational machine learning models.

• No Reverse-Engineering: Customer and its users are strictly prohibited from reverse-engineering, decompiling, extracting, or attempting to reconstruct underlying machine learning models, custom prompt templates, system instructions, or proprietary weights.
• Adversarial Input Prohibition: Customer agrees not to submit inputs designed to manipulate or exploit the AI, including prompt injection attacks, jailbreaking, or bypasses of security and safety guardrails.

4. Electronic Signatures, ACORD® Forms, and Document Authorization

ESIGN Act & UETA Consent: Customer and its authorized representatives explicitly consent to the use of electronic records, electronic signatures, and digital stamps under the federal Electronic Signatures in Global and National Commerce Act (ESIGN) (15 U.S.C. § 7001 et seq.) and the Uniform Electronic Transactions Act (UETA).

Scope of Signature Authorization: By uploading or designating an authorized representative signature in the Platform profile, Customer expressly authorizes Provider and its automated systems to apply the approved signature stamp to outbound ACORD certificates (including ACORD 25 and ACORD 28), policy endorsement schedules, and official agency distribution forms generated on Customer's behalf.

Producer of Record Warranty: Customer warrants that any designated signatory is a licensed insurance producer or duly authorized representative holding appropriate agency authority to issue certificates of insurance in all applicable jurisdictions.

ACORD® Forms & Third-Party Template Licensing Warranty: The Platform functions solely as an administrative data-mapping and document-formatting utility. Customer acknowledges that ACORD forms (including ACORD 25 and ACORD 28) are proprietary, copyrighted instruments owned by ACORD Corporation. Customer represents, warrants, and covenants that Customer (or its designated agency/brokerage) maintains a valid, current, and authorized license to utilize ACORD forms—whether obtained directly through an ACORD End-User License (EUL) or through eligible membership in an authorized industry trade association (such as the Independent Insurance Agents & Brokers of America [Big "I" / IIABA] or the National Association of Professional Insurance Agents [PIA]). Customer agrees to defend, indemnify, and hold harmless Provider from any claims, copyright enforcement actions, or disputes arising out of Customer's use or generation of ACORD or other third-party proprietary forms.

5. Customer Data, Active Policy Administration, and Privacy

100% Customer Data Ownership: Customer retains all right, title, and interest in and to all policy documents, client details, endorsements, and proprietary records uploaded to or generated via the Platform ("Customer Content").

Active Policy Administration & On-Demand Document Generation: The Platform maintains active client profiles, structured policy limits, endorsement schedules, certificate holder directories, and issuance audit logs to enable real-time, on-demand Certificate of Insurance generation and dispatch throughout Customer's active subscription.

Statutory System of Record Relationship: Because the Platform operates as an active operational workflow automation engine, Customer remains responsible for maintaining official statutory policy underwriting files and permanent archives within its designated Agency Management System (AMS) in accordance with state Department of Insurance regulations.

Privacy Compliance (GLBA / CCPA / GDPR): Customer represents and warrants that it has secured all necessary legal consents, notices, and permissions required under applicable privacy laws (including GLBA and CCPA/CPRA) before uploading any policyholder Personally Identifiable Information (PII) to the Platform. Provider processes Customer Content strictly as a Data Processor (or Service Provider).

6. Client Self-Service Portal Access

Customer may grant its insured clients access to the Client Self-Service Portal (hosted under Customer's agency subdomain). Customer is responsible for managing client access privileges, and warrants that any insured accessing the portal has authority to view its respective policy schedules and request certificate issuances.

7. Certificate Generation, Transmission, and Downstream Distribution Disclaimer

The Platform enables Customer to generate, retrieve, download, and dispatch Certificates of Insurance (COIs), endorsements, and policy documents to certificate holders, clients, and third parties.

Customer is solely responsible for verifying the accuracy of all certificate data, holder information, recipient email addresses, and transmission instructions. Provider holds zero liability for the downstream delivery, misdirection, disclosure, or third-party reliance placed on any certificates or documents produced by Customer. Customer agrees to defend and indemnify Provider against any claims, regulatory proceedings, or penalties arising from Customer's generation, distribution, or transmission of certificates.

8. Telephony and Call Recording Compliance (TCPA & Wiretapping)

The Platform contains voice, telephony, automated call routing, transcription, and call recording capabilities ("Telephony Services").

Customer acknowledges that call recording is subject to federal and state wiretapping laws, including "all-party consent" rules in states like California, Florida, and Illinois.

• Customer warrants that it will maintain active call recording disclosures (e.g. playing an automated greeting: "This call may be recorded for quality assurance") for all call participants.
• Customer will strictly comply with the Telephone Consumer Protection Act (TCPA) for all automated communications.
• Customer will indemnify Provider against any wiretapping, privacy, or TCPA claims arising from its use of the Telephony Services.

9. Intellectual Property, Proprietary Rights, and Feedback

Provider Ownership: Provider retains all right, title, and interest in and to the Platform, including all algorithms, user interfaces, database designs, OCR logic, prompt pipelines, and software source code.

Feedback License: If Customer provides suggestions or feedback regarding the Platform, Customer grants Provider a perpetual, irrevocable, worldwide, royalty-free license to use and commercialize such feedback without restriction or financial obligation.

10. Beta Evaluation Program, Credit Quotas, & Billing (Stripe)

Zero-Cost Beta Access: During the official Beta Evaluation Launch, both the Basic Plan ($99/mo standard) and Pro Plan ($299/mo standard) are provided at $0 / zero subscription fees.

Credit Quotas & Usage: The Basic Plan includes an initial allocation of one hundred (100) credits per month. The Pro Plan includes an initial allocation of four hundred (400) credits per month. Credits are consumed for automated policy extraction, Certificate of Insurance issuance, and document parsing operations.

Commercial Billing via Stripe: Subscriptions and credit top-ups are billed by CODE4 ENTERPRISES LLC via Stripe. Provider will provide at least thirty (30) days prior written notice before transitioning accounts from the Beta period to paid subscription billing.

Refund Policy: All subscription fees and consumed credit packages are non-refundable.

11. Warranty Disclaimers

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. CODE4 ENTERPRISES LLC DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. PROVIDER DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, COMPLETELY ERROR-FREE, OR COMPLETELY SECURE.

12. Limitation of Liability and Damages Exclusion

CONSEQUENTIAL DAMAGES WAIVER: TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL CODE4 ENTERPRISES LLC, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF BUSINESS, COVERAGE CLAIMS LOSSES, OR LOSS OF DATA, ARISING OUT OF OR IN CONNECTION WITH THE SERVICES.

AGGREGATE LIABILITY CAP: PROVIDER'S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING UNDER OR RELATING TO THIS AGREEMENT SHALL BE STRICTLY LIMITED TO THE GREATER OF: (A) THE TOTAL FEES PAID BY CUSTOMER TO PROVIDER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE ACCRUAL OF THE CLAIM; OR (B) ONE HUNDRED DOLLARS ($100.00 USD) IF OCCURRING DURING A FREE BETA OR EVALUATION PERIOD.

13. Customer Indemnification (Third-Party Shield)

Customer shall defend, indemnify, and hold harmless CODE4 ENTERPRISES LLC, its members, managers, officers, employees, agents, and affiliates from and against any and all third-party claims, lawsuits, administrative demands, regulatory investigations, liabilities, losses, damages, settlements, and expenses (including reasonable attorneys' fees and court costs) arising out of or related to: (a) Customer's breach of this Agreement; (b) any errors, omissions, inaccuracies, or disputes regarding insurance coverage, limits, policy schedules, or certificate issuances; (c) any claims, lawsuits, or demands brought by Customer's insured clients, certificate holders, additional insureds, general contractors, project owners, lenders, or other third parties alleging inaccurate, incomplete, misleading, or improper information on any certificate, schedule, or document produced or processed by the Platform; (d) Customer's failure to obtain required wiretapping/recording or privacy consents; or (e) typographical errors in recipient addresses causing unauthorized data delivery.

Customer's indemnification obligations under this Section are absolute, survival-eligible, and shall apply regardless of whether claims are based in tort, contract, strict liability, or insurance regulatory compliance.

14. Mandatory Agency Errors & Omissions (E&O) Insurance

Professional Coverage Covenant: Customer represents, covenants, and warrants that throughout the active term of this Agreement and Customer's subscription, Customer shall maintain in full force and effect a comprehensive policy of Errors and Omissions (E&O) professional liability insurance issued by an admitted or authorized insurance carrier, with liability limits of not less than One Million Dollars ($1,000,000.00 USD) per claim and One Million Dollars ($1,000,000.00 USD) in the annual aggregate, covering Customer's insurance brokerage operations, certificate issuances, and professional activities.

Customer acknowledges that maintaining independent E&O insurance establishes that Customer—and not Provider—is the licensed professional entity bearing professional liability for insurance counsel, certificate issuances, and policy determinations. Customer agrees to provide proof of active E&O coverage upon Provider's written request.

15. Governing Law, Mandatory Arbitration, and Class Action Waiver

This Agreement is governed by and construed in accordance with the laws of the State of Arizona, without regard to conflict of laws principles. All disputes shall be resolved exclusively through binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules, before a single arbitrator in Maricopa County, Arizona (or conducted remotely by mutual consent).

ALL CLAIMS MUST BE ARBITRATED ON AN INDIVIDUAL BASIS. CUSTOMER EXPRESSLY WAIVES ANY RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT, CLASS-WIDE ARBITRATION, OR JURY TRIAL.

CLAIMS TIME LIMITATION: ANY CAUSE OF ACTION OR CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT MUST BE FILED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUED, OR IT IS PERMANENTLY BARRED.

16. No Third-Party Beneficiaries

THIS AGREEMENT IS ENTERED INTO SOLELY BY AND BETWEEN PROVIDER AND CUSTOMER. NOTHING EXPRESSED OR IMPLIED IN THIS AGREEMENT IS INTENDED TO OR SHALL CONFER UPON ANY THIRD PARTY (INCLUDING BUT NOT LIMITED TO CUSTOMER'S INSURED CLIENTS, CERTIFICATE HOLDERS, ADDITIONAL INSUREDS, GENERAL CONTRACTORS, LENDERS, OR CLAIMANTS) ANY LEGAL OR EQUITABLE RIGHT, BENEFIT, CLAIM, OR REMEDY UNDER OR BY REASON OF THIS AGREEMENT OR THE SERVICES PROVIDED HEREUNDER.

17. General Provisions & Legal Notices

If any provision of this Agreement is held to be unenforceable, the remaining provisions will continue in full force. This Agreement constitutes the entire agreement between the parties regarding the Platform.

All formal legal notices to Provider must be delivered in writing to:

• Entity: CODE4 ENTERPRISES LLC (d/b/a Insure Assist AI)
• Email: legal@insureassistai.com or support@insureassistai.com
• Jurisdiction: State of Arizona, USA