Terms of Service

1. Introduction 

Welcome to Prudent AI Inc (“Prudent AI,” “Company,” “we,” “our,” or “us”). These Terms of Service (“Terms”) govern your access to and use of the Prudent AI platform, including all products, software, APIs, and related services (collectively, the “Service”) made available through www.prudent.ai. 

Prudent AI provides an AI-powered income analysis and mortgage underwriting assistance platform designed exclusively for use by financial institutions, licensed mortgage lenders, brokers, and other authorized business customers (“Clients”). The Service includes, but is not limited to, the following products: Upfront Income, Upfront AUS, Upfront Index, the Fannie Mae Income Calculator, API integrations, and the Self-Serve Broker Portal. 

BY ACCESSING OR USING THE SERVICE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS AND OUR PRIVACY POLICY. IF YOU DO NOT AGREE, YOU MUST NOT ACCESS OR USE THE SERVICE. 

For enterprise clients, these Terms supplement any executed Master Service Agreement (“MSA”). In the event of a conflict between these Terms and an MSA, the MSA shall govern. If you do not have an MSA with Prudent AI, these Terms constitute the entire agreement between you and Prudent AI for use of the Service. 

2. Eligibility and Authorized Use 

The Service is intended solely for use by authorized business entities and their designated personnel. By accessing the Service, you represent and warrant that: 

• You are accessing the Service on behalf of a duly authorized business entity, financial institution, or licensed mortgage professional. 

• You are at least 18 years of age and have full legal authority to enter into binding agreements on behalf of your organization. 

• Your use of the Service complies with all applicable federal, state, and local laws, including but not limited to laws governing mortgage lending, consumer financial protection, and data privacy. 

• The information you provide in connection with registration and use of the Service is accurate, current, and complete. 

• You have not previously been suspended, removed, or prohibited from accessing the Service by Prudent AI, unless Prudent AI has expressly authorized renewed access in writing. 

The Service is not intended for, and must not be used by, individual consumers or borrowers seeking personal financial services. Access by minors (persons under 18 years of age) is strictly prohibited. 

3. Description of Service 

Prudent AI provides an AI-powered platform designed to assist mortgage lenders, underwriters, and brokers in automating and improving income analysis, document processing, and underwriting workflows. The Service processes financial documents - including paystubs, W-2s, tax returns, bank statements, income statements, and related financial records - submitted by or on behalf of Clients, and returns structured data, analysis, and recommendations to support lending decisions. 

3.1 AI-Generated Outputs - Advisory Nature 

All outputs generated by the Prudent AI platform, including income calculations, document analysis, risk indicators, and underwriting recommendations (collectively, “AI Outputs”), are advisory and assistive in nature. AI Outputs are provided as decision-support tools and are intended to enhance, not replace, the professional judgment of qualified lending professionals. 

PRUDENT AI DOES NOT MAKE CREDIT DECISIONS. The Client remains solely and exclusively responsible for: 

• Reviewing and validating all AI Outputs. 

• Making all final underwriting, credit, and lending determinations. 

• Ensuring compliance with applicable regulatory requirements, including but not limited to the Equal Credit Opportunity Act (ECOA), Fair Housing Act (FHA), Truth in Lending Act (TILA), and Regulation B. 

• Maintaining internal controls, audit trails, and oversight mechanisms for all AI-assisted decisions. 

Prudent AI’s AI Outputs shall not be construed as investment advice, legal advice, regulatory guidance, or a guarantee of any lending outcome. 

4. Account Registration and Security 

By registering with Prudent AI through this website, or by using any of the Services, you acknowledge and agree that you have established a business relationship with Prudent AI. Prudent AI reserves the right, in its sole discretion, to deny or revoke registration or access to the Services for any reason whatsoever. You agree to provide accurate, current, and complete information when creating your account and when using the Services at all times. You further agree that your registration information shall not contain any false, fraudulent, indecent, or obscene content, and that your registration and use of the Services shall comply with all applicable state and federal laws, as well as these Terms of Use. 

You are strictly prohibited from sharing your account credentials or login information with any unauthorized person or entity. Notwithstanding the foregoing, you may permit authorized employees, contractors, agents, or third-party service providers (such as income review or scenario desk) to access or review Service outputs on your behalf, provided that:  

• such access is authorized by you and conducted through accounts or access methods established for that purpose;  

• you are responsible for ensuring that access by authorized third parties is managed in accordance with your internal security policies and applicable agreements;  

• such access complies with these Terms and any applicable agreements between you and Prudent AI; and  

• you remain fully responsible for all access, actions, activity, and any breach of these Terms arising from or related to access by such authorized persons or entities.  

You bear sole and full responsibility for maintaining the confidentiality of your account credentials and for the security of your computing systems, as well as for all activity conducted through your account, regardless of whether such activity was authorized by you. Prudent AI reserves the right to terminate your account if you permit unauthorized or inappropriate use of your account, or if you or any person using your account violates these Terms of Use. You agree to notify us immediately upon becoming aware of any unauthorized use of your account. Prudent AI shall not be liable for any losses or damages arising from unauthorized use of the Services, and you agree to indemnify and hold Prudent AI harmless against any claims, losses, liabilities, costs, or expenses arising from any improper or unlawful use of the Services, including any associated charges and taxes. 

You are responsible for implementing and maintaining appropriate user-access controls within your organization, including timely user provisioning and deprovisioning, use of multi-factor authentication or single sign-on where enabled, and protection of passwords. 

5. Data Processing and Privacy 

5.1 Data Processor Role 

Prudent AI acts as a data processor with respect to all borrower data and financial records submitted by Clients through the Service. Clients are the data controllers and retain full ownership and responsibility for all personal data and financial information they submit to or through the platform. 

For purposes of applicable privacy laws, Prudent AI acts as a service provider, processor, or equivalent role with respect to Client Data, except otherwise stated in the applicable MSA or other written agreement. 

Prudent AI processes Client-submitted data solely for the purpose of delivering the contracted Service, strictly in accordance with Client instructions and the applicable data processing agreement or MSA. Prudent AI does not access, use, or disclose Client data except as necessary to provide the Service, comply with legal obligations, or as expressly authorized in writing by the Client. 

5.2 Types of Data Processed 

In the course of providing the Service, including the Upfront Income, Upfront Index, and Upfront AUS products, Prudent AI may process the following categories of data submitted by or on behalf of Clients, including, without limitation, the categories described below: 

• Borrower financial documents, including paystubs, W-2 forms, tax returns, bank statements, income statements and other financial records, Form 1003 / URLA, and credit reports. 

• Loan package indexing and processing, including indexing loan packages, extracting certain fields, and returning classified split files to the Client. 

• Business and account information provided during Client registration and onboarding.  

• Platform usage data and technical logs for service performance and security monitoring. 

5.3 No Use of Client Data for AI Model Training 

Prudent AI does not use borrower documents, Client data, or outputs derived therefrom to train, retrain, fine-tune, or otherwise improve its AI models for its own purposes. All data is processed exclusively under Client instructions in Prudent AI’s capacity as a service provider and data processor. Any use of aggregated or anonymized data beyond the scope of contracted services would require explicit prior written authorization from the Client and must comply with applicable privacy and data protection laws. Any aggregated, anonymized, or de-identified data use must be designed so that the data cannot reasonably identify Client, borrowers, applicants, households, or any individual, and must comply with applicable contractual and legal requirements. 

5.4 Data Retention and Deletion 

Prudent AI retains Client Data only for the duration specified in the applicable MSA, data processing agreement, Client instructions, or as required by applicable law. Upon termination, offboarding, or verified Client request, Prudent AI will delete or anonymize Client Data from active production systems in accordance with the applicable agreement. Client Data contained in backups will be protected from further processing and securely deleted or overwritten in accordance with Prudent AI’s standard backup-retention lifecycle, unless a longer retention period is required by law. 

5.5 Privacy Policy 

The collection, use, and protection of personal data in connection with the Service is governed by Prudent AI’s Privacy Policy, available at www.prudent.ai/privacy-and-security. By using the Service, you agree to the terms of the Privacy Policy, which is incorporated herein by reference. 

6. Prohibited Uses 

You agree not to use the Service: 

• For any purpose that violates applicable federal, state, or local laws or regulations, including laws governing consumer financial protection, fair lending, data privacy, and anti-money laundering 

• To discriminate against loan applicants or borrowers based on race, color, national origin, sex, disability, familial status, religion, or any other protected characteristic under applicable fair lending laws 

• To submit fraudulent, falsified, or misleading documents or data 

• To gain unauthorized access to Prudent AI systems, circumvent security controls, or interfere with the integrity or availability of the platform 

• To reverse-engineer, decompile, or attempt to extract the source code or underlying models of the Service 

• To resell, sublicense, or otherwise transfer access to the Service to unauthorized third parties 

• To introduce malware, viruses, or other harmful code into the Service 

• In any manner that could impair the performance, security, or availability of the Service for other users. 

• To conduct penetration testing, vulnerability scanning, load testing, scraping, benchmarking, automated data extraction, or security research against the Service without Prudent AI’s prior written authorization. 

• To bypass, disable, or interfere with rate limits, authentication, authorization, logging, monitoring, abuse-prevention controls, or other technical safeguards. 

• To upload, transmit, or process data for which you lack required rights, permissions, notices, consents, or legal authority. 

7. Intellectual Property 

The Service, including all software, AI models, algorithms, interfaces, documentation, trademarks, and content developed or owned by Prudent AI, is the exclusive intellectual property of Prudent AI Inc and its licensors. All rights not expressly granted under these Terms are reserved. 

Clients retain all ownership rights in the data and documents they submit to the Service. By submitting data, Clients grant Prudent AI a limited, non-exclusive, royalty-free license to process such data solely for the purpose of delivering the contracted Service. 

Prudent AI does not acquire ownership of Client Data, borrower documents, or financial records submitted to the Service, except for the limited rights necessary to provide, secure, support, and maintain the Service as expressly permitted by these Terms or the applicable agreement. 

Prudent AI’s trademarks, service marks, logos, and trade names may not be used without prior written consent from Prudent AI. 

8. Feedback 

If you provide Prudent AI with suggestions, ideas, error reports, or other feedback regarding the Service (“Feedback”), you grant Prudent AI a perpetual, irrevocable, royalty-free, worldwide license to use, reproduce, modify, and incorporate such Feedback into the Service or future products, without any obligation to compensate you or maintain confidentiality of such Feedback. 

9. Disclaimer of Warranties 

THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, PRUDENT AI EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ACCURACY OF AI-GENERATED OUTPUTS. 

PRUDENT AI DOES NOT WARRANT THAT: (A) THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE; (B) AI OUTPUTS WILL BE ACCURATE, COMPLETE, OR FREE FROM DEFECTS; (C) THE SERVICE WILL MEET ALL REGULATORY REQUIREMENTS APPLICABLE TO YOUR BUSINESS; OR (D) DEFECTS IN THE SERVICE WILL BE CORRECTED. 

10. Limitation of Liability 

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL PRUDENT AI, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, DATA, GOODWILL, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE USE OF THE SERVICE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 

PRUDENT AI’S TOTAL AGGREGATE LIABILITY TO YOU FOR ANY CLAIMS ARISING UNDER THESE TERMS SHALL NOT EXCEED THE TOTAL FEES PAID BY YOU TO PRUDENT AI IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. 

Some jurisdictions do not allow the exclusion of certain warranties or the limitation of liability for certain damages. In such jurisdictions, Prudent AI’s liability is limited to the greatest extent permitted by applicable law. 

Notwithstanding the foregoing, the liability limitations set forth in this Section shall not apply to damages arising from Prudent AI’s breach of its data protection and confidentiality obligations under Section 5 of these Terms, or from Prudent AI’s gross negligence or willful misconduct. 

11. Indemnification 

You agree to indemnify, defend, and hold harmless Prudent AI and its officers, directors, employees, agents, and successors from and against any and all claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising from or related to: 

• Your use of the Service in violation of these Terms 

• Any data or documents you submit to the Service that infringe third-party rights or violate applicable law 

• Your violation of any applicable law, including fair lending laws and data protection regulations 

• Any lending decisions made based on AI Outputs without appropriate human review and oversight. 

12. Third-Party Services and Links 

The Service may integrate with or contain links to third-party systems, APIs, and services not owned or controlled by Prudent AI. Prudent AI is not responsible for the content, security, or privacy practices of any third-party services. Any integration with third-party platforms is subject to the respective third party’s terms and policies. 

13. Term and Termination 

These Terms remain in effect for the duration of the applicable Platform Services Agreement or as otherwise specified in an applicable MSA. Prudent AI may suspend or terminate your access to the Service immediately, with or without prior notice, if: 

• You breach any provision of these Terms 

• Your use of the Service poses a security risk or legal liability to Prudent AI or other users 

• Your use of the Service may involve fraud, abuse, credential compromise, excessive automated requests, unauthorized security testing, violation of law, or risk to the security, availability, or integrity of the Service 

• Required by applicable law or regulatory authority. 

Upon termination, your right to access the Service ceases immediately. Provisions that by their nature should survive termination - including intellectual property rights, data retention obligations, disclaimers, limitation of liability, and governing law - shall survive. 

14. Governing Law and Dispute Resolution 

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

Any dispute, claim, or controversy arising out of or relating to these Terms or the Service that cannot be resolved through good-faith negotiation shall be submitted to binding arbitration in accordance with the rules of the American Arbitration Association (AAA), unless otherwise specified in an applicable MSA. Judgement upon the arbitration award may be entered in any court of competent jurisdiction. 

Nothing in this section shall prevent either party from seeking injunctive or other equitable relief from a court of competent jurisdiction to protect confidential information or intellectual property rights. 

15. Changes to These Terms 

Prudent AI reserves the right to modify these Terms at any time. Material changes will be communicated to registered Clients through a notice displayed within the platform with reasonable prior notice. Your continued use of the Service following the effective date of any revised Terms constitutes your acceptance of the updated Terms. 

If you do not agree to the revised Terms, you must discontinue use of the Service and notify Prudent AI in accordance with the terms of your applicable MSA. 

16. Miscellaneous 

16.1 Entire Agreement 

These Terms, together with the Privacy Policy and any applicable MSA, constitute the entire agreement between you and Prudent AI regarding the Service and supersede all prior agreements, representations, or understandings. 

16.2 Severability 

If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. 

16.3 Waiver 

Prudent AI’s failure to enforce any right or provision of these Terms shall not constitute a waiver of that right or provision. 

16.4 Assignment 

You may not assign or transfer your rights under these Terms without Prudent AI’s prior written consent. Prudent AI may assign its rights in connection with a merger, acquisition, or sale of substantially all its assets. 

16.5 Force Majeure 

Prudent AI shall not be liable for any failure or delay in performance caused by circumstances beyond its reasonable control, including natural disasters, acts of government, internet outages, or cybersecurity incidents not attributable to Prudent AI’s negligence. 

17. Contact Information 

For questions about these Terms, please contact: 

Prudent AI Inc 

8th Green STE A, Dover, DE 19901 

General Inquiries: contactus@prudent.ai 

Security & Data Privacy: privacy@prudent.ai