Terms of Service

Updated Date: 06-25-2025

These ResiQuant Terms of Service (the "Agreement") set forth the terms and conditions pursuant to which ResiQuant, Inc. ("ResiQuant") will provide you or the entity that you represent ("You") with the right to access and use the ResiQuant Platform or other Services.

To access and use the ResiQuant Platform, You must click "I Agree" where indicated in the ResiQuant Platform user registration process. BY CLICKING "I AGREE" IN CONNECTION WITH THIS AGREEMENT, BY ELECTRONICALLY OR MANUALLY SIGNING THIS AGREEMENT, OR BY OTHERWISE ACCESSING OR USING THE SERVICES, YOU SIGNIFY YOUR AGREEMENT TO ALL TERMS, CONDITIONS, AND NOTICES CONTAINED OR REFERENCED IN THIS AGREEMENT. IF YOU DO NOT AGREE TO THOSE TERMS, CONDITIONS AND NOTICES, YOU MAY NOT ACCESS OR USE THE SERVICES.

ResiQuant reserves the right to revise any portion of this Agreement in its sole discretion at any time and without prior notice to You by updating this posting. Thus, You should visit this page periodically for changes. If You disagree with any changes to this Agreement, Your sole remedy is to discontinue Your use of the Services. Your continued use of any of the Services after a change has been posted constitutes Your acceptance of the change.

1. Definitions

"Affiliate" means, with respect to a Party, any entity that, directly or indirectly, controls, is controlled by, or is under common control with that Party.

"AI Service" means ResiQuant's proprietary artificial intelligence service that analyzes property data and structural information to assess climate and seismic risks, identify vulnerabilities, and generate risk assessments. The AI Service provides probabilistic risk assessments based on available data and machine learning models that may have inherent limitations, biases, or inaccuracies.

"Authorized User" means Your employees and the employees of Your subcontractors that have been assigned a unique username-password combination to access and use the Services.

"Confidential Information" means all technical, business, financial and other information of a Party that derives economic value from not being generally known to others, including any data, methods, techniques, processes, inventions, business plans and financial information of that Party.

"Error" means a reproducible failure of the Platform to substantially conform to the Documentation under normal operating conditions.

"Fees" means the ResiQuant fees for the Services, as set forth in each Order.

"Insurance Regulations" means all applicable federal, state, and local laws, regulations, and regulatory guidance governing the insurance industry, including but not limited to NAIC Model Laws, state insurance codes, and data security requirements.

"Order" means a written order for the Services that You accept online or You mutually execute with ResiQuant.

"Party" means each of ResiQuant and You. Both ResiQuant and You are referred to as the "Parties".

"Personal Data" means any information relating to an identified or identifiable natural person as defined by applicable privacy laws including GDPR, CCPA, and similar regulations.

"Reports" means any risk assessment reports, vulnerability analyses, or other outputs that ResiQuant generates and provides to You based on the analysis of Your Content.

"ResiQuant Platform" means ResiQuant's proprietary hosted platform that: (a) allows Authorized Users to upload property data and building information; (b) provides AI-powered risk assessments for climate and seismic hazards; (c) enables portfolio analysis and optimization; and (d) provides API integrations and related services.

"ResiQuant Property" means: (a) the ResiQuant Platform; (b) the AI Service; (c) any algorithms, models, or methodologies; (d) any Confidential Information of ResiQuant; and (e) aggregated, anonymized data.

"Services" means: (a) the ResiQuant Platform; (b) the AI Service; (c) support and maintenance services; and (d) any other services performed by ResiQuant under this Agreement.

"Term" has the meaning set forth in Section 10.1.

"Third-Party Data" means data, information, or content obtained from external sources including but not limited to government databases, commercial data providers, satellite imagery, and public records that ResiQuant incorporates into the Services.

"Your Content" means any property data, building information, underwriting criteria, portfolio data, or other content or information that You or Your Authorized Users upload into the ResiQuant Platform or otherwise make available to ResiQuant in connection with the Services.

"Your Property" means: (a) Your Content; (b) any Reports that ResiQuant provides to You; and (c) Your Confidential Information.

2. Services

2.1 Provision of Services

ResiQuant will host and provide to You the ResiQuant Platform and other Services in accordance with this Agreement and each Order. You agree to cooperate reasonably with ResiQuant's efforts to provide the Services.

2.2 Your Account and Authorized Users

ResiQuant will establish accounts for the number of Authorized Users specified in the Order. You must not: (a) exceed the total number of Authorized Users purchased; or (b) allow sharing of account credentials. You are fully responsible for all activities that occur under Your account and for maintaining the confidentiality of Your account credentials.

2.3 Ability to Download Data

During Your subscription period, You will have the ability to download Your Content and Reports. Following expiration or termination, You will have 30 days to retrieve Your data before ResiQuant may delete it. Data will be provided in industry-standard formats including JSON, CSV, or XML as technically feasible.

2.4 Support and Platform Updates

ResiQuant will provide support during business hours (9 a.m. to 5 p.m. Pacific Time, Monday through Friday, excluding holidays) for technical issues. ResiQuant will maintain 99.9% uptime for the Services, excluding scheduled maintenance. Updates will be provided when generally available at no additional charge.

2.5 AI Model Performance and Limitations

Our AI models are designed for property risk assessment with documented accuracy ranges that vary based on: (a) Geographic region and data density (b) Property type and construction characteristics (c) Availability of recent inspection data (d) Local building code variations (e) Quality and recency of Third-Party Data

You acknowledge that: (i) AI outputs are probabilistic assessments, not definitive predictions (ii) Model performance may vary by geography and property type (iii) Historical data limitations may affect prediction accuracy (iv) AI models may exhibit biases present in training data (v) The Services should supplement, not replace, professional underwriting expertise

2.6 Third-Party Data Dependencies

The Services rely on Third-Party Data sources beyond our control. We do not warrant the accuracy, completeness, timeliness, or availability of Third-Party Data. If Third-Party Data becomes unavailable or our access is terminated, the Services may be affected accordingly, and we will use commercially reasonable efforts to notify You and seek alternative data sources.

2.7 Model Updates and Versioning

We may update our AI models and algorithms to improve performance, accuracy, and compliance. Material model updates that significantly affect risk assessment outputs will be communicated to You with reasonable advance notice. You may request information about model versions and material changes for regulatory compliance purposes.

3. Licenses

3.1 License to ResiQuant Platform

Subject to this Agreement, ResiQuant grants You a non-exclusive, non-transferable license during the subscription period to access and use the ResiQuant Platform for Your internal business purposes related to property risk assessment and insurance underwriting.

3.2 Restrictions on Use

You must not: (a) reverse engineer, decompile, or create derivative works of the ResiQuant Property; (b) use the Services to create a competing service; (c) rent, lease, or provide access to the Services on a service bureau basis; (d) violate any usage limitations; or (e) use the Services for any illegal purpose or in violation of Insurance Regulations.

3.3 License to Your Content

You grant ResiQuant a license to use Your Content solely to: (a) provide the Services to You; (b) improve our products and services through aggregated, anonymized analysis; and (c) create aggregated, anonymized industry insights that do not identify You or enable reverse-engineering of Your data.

4. Proprietary Rights

4.1 ResiQuant Property

All right, title, and interest in the ResiQuant Property remain the exclusive property of ResiQuant and its licensors.

4.2 Your Property

All right, title, and interest in Your Property remain Your exclusive property.

4.3 Responsibility for Your Content

You are responsible for ensuring You have all necessary rights to upload Your Content and that Your Content does not violate any laws or third-party rights. You represent and warrant that Your use of the Services complies with all applicable Insurance Regulations and that You maintain all necessary licenses and approvals for Your insurance-related activities.

5. Payment Obligations

5.1 Fees and Payment

You must pay the Fees set forth in each Order according to the payment schedule specified. All Fees are non-refundable except as expressly provided in this Agreement.

5.2 Taxes

You are responsible for all applicable taxes (excluding taxes on ResiQuant's income).

5.3 Remedies for Non-Payment

If You fail to pay when due: (a) ResiQuant may suspend Your access to the Services after ten (10) days written notice; and (b) You must pay a late charge of 1.5% per month on past due amounts.

6. Confidentiality and Data Security

6.1 Confidentiality

Each Party agrees to hold the other Party's Confidential Information in strict confidence and use it only for performing obligations under this Agreement.

6.2 Data Security

ResiQuant maintains a comprehensive data security program that includes:

Security Controls:

• Encryption of data in transit using TLS 1.2 or higher

• Encryption of data at rest using AES-256 or equivalent

• Multi-factor authentication for all administrative access

• Role-based access controls and principle of least privilege

• Regular security assessments and penetration testing

• Continuous security monitoring and threat detection

Compliance Standards:

• SOC 2 Type II certification (maintained and updated annually)

• ISO 27001 certification or equivalent security management system

• NAIC Insurance Data Security Model Law compliance

• Regular third-party security audits with results available upon request

Incident Response:

• 24/7 security monitoring and incident response capabilities

• Written incident response procedures

• Notification to You within 72 hours of discovering any security incident affecting Your data

• Cooperation with regulatory notifications as required by Insurance Regulations

6.3 Data Privacy

Privacy Compliance: The Parties will comply with all applicable privacy laws including GDPR, CCPA, and state privacy regulations. ResiQuant processes Personal Data in accordance with its Privacy Policy and applicable Data Processing Agreements.

Lawful Basis for Processing: For Personal Data processing, ResiQuant relies on legitimate interests for providing risk assessment services. Where required by law, ResiQuant will obtain appropriate consent or rely on other lawful bases.

Data Subject Rights: To the extent ResiQuant processes Personal Data on Your behalf, You are responsible for handling data subject requests. ResiQuant will provide reasonable assistance in responding to such requests.

Cross-Border Transfers: International transfers of Personal Data will be conducted in compliance with applicable laws using Standard Contractual Clauses, adequacy decisions, or other approved transfer mechanisms.

6.4 Insurance Data Security Compliance

ResiQuant maintains compliance with insurance industry data security requirements including: (a) NAIC Insurance Data Security Model Law requirements (b) State insurance data protection regulations (c) Regular security risk assessments and vulnerability testing (d) Employee security training and background checks (e) Vendor management and third-party security assessments (f) Data breach notification procedures compliant with insurance regulatory requirements

7. Representations and Warranties

7.1 Mutual Warranties

Each Party warrants it has the authority to enter into this Agreement and will comply with applicable laws.

7.2 Your Warranties

You warrant that You have all necessary rights to provide Your Content and grant the licenses herein. You further warrant that You maintain all necessary insurance licenses and regulatory approvals for Your intended use of the Services.

7.3 Service Warranty

ResiQuant warrants that: (a) The Services will perform substantially in accordance with the Documentation (b) The Services will be free from material Errors under normal operating conditions (c) ResiQuant will use commercially reasonable efforts to correct any Errors reported by You

Your sole remedy for breach of service warranty is, at ResiQuant's option: (i) correction of the Services; (ii) re-performance of the affected Services; or (iii) a pro-rated refund of Fees paid for the affected Services.

7.4 Insurance Industry Disclaimers

THE SERVICES ARE DESIGNED TO SUPPLEMENT, NOT REPLACE, PROFESSIONAL UNDERWRITING EXPERTISE AND HUMAN JUDGMENT. RESIQUANT SPECIFICALLY DISCLAIMS ANY WARRANTY THAT:

(a) AI ASSESSMENTS ELIMINATE UNDERWRITING RISK OR GUARANTEE ACCURATE PREDICTIONS (b) HISTORICAL DATA RELIABLY PREDICTS FUTURE PERFORMANCE OR LOSSES (c) AUTOMATED RISK SCORES ALONE DETERMINE INSURABILITY OR PRICING (d) THE SERVICES COMPLY WITH ALL INSURANCE REGULATIONS IN ALL JURISDICTIONS (e) THIRD-PARTY DATA IS ACCURATE, COMPLETE, OR CURRENT (f) AI MODELS ARE FREE FROM BIAS OR DISCRIMINATION

7.5 General Disclaimer

EXCEPT AS EXPRESSLY PROVIDED, THE SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. THE SERVICES PROVIDE RISK ASSESSMENTS THAT SHOULD NOT BE THE SOLE BASIS FOR UNDERWRITING OR BUSINESS DECISIONS.

8. Indemnification

8.1 ResiQuant Indemnification

ResiQuant will indemnify, defend, and hold You harmless against third-party claims alleging that: (a) The Services infringe valid intellectual property rights (b) ResiQuant's gross negligence or willful misconduct caused bodily injury or property damage (c) ResiQuant's material breach of its data security obligations under Section 6.2 resulted in unauthorized disclosure of Your Confidential Information

8.2 Your Indemnification

You will indemnify, defend, and hold ResiQuant harmless against claims arising from: (a) Your Content or Your breach of Section 4.3 (b) Your material breach of this Agreement (c) Your gross negligence or willful misconduct (d) Your violation of Insurance Regulations (e) Your use of the Services in combination with third-party products or services not provided by ResiQuant

8.3 Indemnification Procedures

The indemnifying party's obligations are conditioned upon: (a) Prompt written notice of the claim (b) Sole control of the defense and settlement (c) Reasonable cooperation from the indemnified party

8.4 Insurance Requirements

ResiQuant maintains the following insurance coverage: (a) Professional Liability/Technology Errors & Omissions: Minimum $5,000,000 per occurrence (b) Cyber Liability: Minimum $5,000,000 per occurrence (c) Commercial General Liability: Minimum $2,000,000 per occurrence Certificates of insurance will be provided upon request.

9. Limitation of Liability

9.1 Exclusion of Damages

EXCEPT FOR EXCLUDED LIABILITY (DEFINED BELOW), NEITHER PARTY WILL BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING LOST PROFITS, BUSINESS INTERRUPTION, OR LOSS OF DATA.

9.2 Liability Cap

EXCEPT FOR EXCLUDED LIABILITY, EACH PARTY'S TOTAL LIABILITY WILL NOT EXCEED THE GREATER OF: (a) THE FEES PAID OR PAYABLE IN THE 12 MONTHS PRECEDING THE CLAIM; OR (b) $500,000

9.3 Enhanced Liability for Data Incidents

For claims arising from data security breaches or unauthorized disclosure of Personal Data, ResiQuant's liability will not exceed the lesser of: (a) $10,000,000; or (b) The limits of ResiQuant's cyber liability insurance

9.4 Excluded Liability

These limitations do not apply to: (a) Breach of confidentiality obligations (b) Indemnification obligations under Section 8 (c) Willful misconduct or gross negligence (d) Violation of intellectual property rights (e) Violations of Insurance Regulations resulting from ResiQuant's failure to comply with its obligations hereunder

10. Term and Termination

10.1 Term

This Agreement continues for the subscription period set forth in each Order.

10.2 Termination for Cause

Either Party may terminate for: (a) material breach not cured within 30 days of notice; (b) insolvency or bankruptcy; or (c) legal prohibition. ResiQuant may terminate immediately for non-payment after 10 days written notice or violation of Section 3.2.

10.3 Termination for Convenience

Either Party may terminate for convenience upon ninety (90) days' written notice if You are using the Services for active underwriting operations, or thirty (30) days' notice otherwise.

10.4 Effect of Termination

Upon termination: (a) Your access ceases; (b) licenses terminate; (c) outstanding Fees become due; and (d) You have 30 days to download Your data (180 days if You terminate for ResiQuant's material breach).

10.5 Transition Assistance

For customers using the Services for mission-critical insurance operations, ResiQuant will provide reasonable transition assistance including: (a) Data export in industry-standard formats (b) API documentation for data migration (c) Technical support during the transition period (fees may apply) (d) Up to 60 days of continued read-only access to facilitate transition (fees may apply)

11. General Provisions

11.1 Compliance with Laws

You will comply with all applicable laws, including export controls and Insurance Regulations. You represent You are not subject to U.S. sanctions and maintain all necessary licenses for Your insurance-related activities.

11.2 Regulatory Cooperation

You acknowledge that ResiQuant's insurance clients are subject to regulatory oversight. ResiQuant will provide reasonable cooperation with insurance regulatory examinations and inquiries, including: (a) Providing Documentation and system information upon reasonable request (b) Participating in regulatory meetings as reasonably required (c) Implementing reasonable regulatory compliance enhancements (d) Maintaining records in accordance with insurance industry standards

11.3 Force Majeure

Neither Party is liable for delays due to circumstances beyond reasonable control.

11.4 Business Continuity

ResiQuant maintains business continuity and disaster recovery capabilities including: (a) Geographic redundancy across multiple regions (b) Recovery Time Objective (RTO) of 4 hours for critical systems (c) Recovery Point Objective (RPO) of 1 hour for data protection (d) Annual disaster recovery testing and documentation

11.5 Assignment

Neither Party may assign without consent, except to an Affiliate or successor in connection with a merger or acquisition.

11.6 Notices

Notices must be sent to the addresses provided during registration or to:

ResiQuant, Inc. Legal Department 535 Mission Street, Suite 1820 San Francisco, CA 94105

Email: notices@resiquant.ai

11.7 Governing Law

This Agreement is governed by California law. Disputes will be resolved in courts located in San Francisco County, California.

11.8 Entire Agreement

This Agreement and any Orders constitute the entire agreement between the Parties. No purchase order terms will modify this Agreement.

11.9 Amendment

Amendments must be in writing and signed by both Parties, except for updates posted to this page.

11.10 Severability

If any provision is unenforceable, the remaining provisions continue in effect.

11.11 No Waiver

No failure to exercise rights constitutes a waiver.

11.12 Independent Contractors

The Parties are independent contractors, not partners or agents.

11.13 Customer List

Unless You opt out in writing, ResiQuant may list Your name and logo as a customer.

11.14 Survival

Sections addressing confidentiality, proprietary rights, indemnification, limitations of liability, and general provisions survive termination.