Sovetta Technologies LLC Version 1.2 — Effective July 3, 2026
These Terms of Service (these "Terms") are a binding agreement between Sovetta Technologies LLC ("Sovetta," "we," "us," or "our") and the business on whose behalf a seat is provisioned ("Customer") and each individual who accesses the platform (each an "Authorized User" or "you"). They govern access to and use of Sovetta's underwriting analysis platform, websites, dashboards, applications, APIs, and related services (collectively, the "Platform").
Read these Terms carefully. By clicking "I agree," creating or using a seat, or otherwise accessing the Platform, you accept these Terms on your own behalf and represent that you are authorized to bind the Customer organization for which your seat was provisioned. If you do not agree, do not access the Platform.
These Terms incorporate by reference our Acceptable Use Policy, FCRA & Permissible Use Notice, Privacy Policy, Cookie Policy, Data Processing & Security Statement, and E-Sign Consent (together, the "Policies"). If these Terms conflict with a signed written agreement between Sovetta and Customer, the signed agreement controls.
1.1 What the Platform does. The Platform provides document-processing and underwriting-analysis software for commercial financing professionals. It ingests business documents submitted by or on behalf of Customer — such as merchant bank statements, applications, and credit reports — and produces structured data, verification results, fraud and authenticity signals, rule-based screening outcomes, and related analysis (collectively, "Output").
1.2 Technology services provider only — no financing, no offers. Sovetta is a technology services provider. Sovetta does not extend, solicit, present, broker, arrange, service, or purchase commercial financing; has no interest in — and no arrangement or agreement to acquire any interest in — any financing transaction between Customer and any merchant; and receives no compensation contingent on the origination or funding of any transaction. Nothing in the Platform or its Output constitutes an offer of commercial financing, a commitment to lend or fund, or a disclosure required by any commercial financing disclosure law.
1.3 Decision support only — human review required. The Platform uses deterministic rules and artificial-intelligence technologies to assist analysis. All Output — including any PASS, REJECT, or fraud indication, score, calculated payment, estimated term, or pricing figure — is a recommendation for Customer's internal use only. Customer retains sole authority over, and sole responsibility for, every decision to extend, deny, price, condition, or modify financing, and shall ensure meaningful human review of any such decision. Output may contain errors, omissions, or misclassifications and must be independently verified before reliance.
1.4 Not professional advice. Output is not legal, financial, investment, accounting, or credit advice, and no attorney-client, fiduciary, or advisory relationship is created by use of the Platform.
2.1 Per-seat licenses. Access is licensed on a per-seat, per-individual basis. Each seat is personal to the single named Authorized User for whom it is provisioned. Credentials may not be shared, pooled, rotated among individuals, or transferred, and one individual may not use another's seat, even within the same organization. We may treat concurrent or anomalous use of a single seat as unauthorized access.
2.2 Account security. You are responsible for maintaining the confidentiality of your credentials and for all activity under your seat. Notify us immediately at [email protected] of any suspected compromise. We may suspend a seat pending investigation of suspected unauthorized use.
2.3 Eligibility. The Platform is for business use by commercial financing professionals. You must be at least 18 years old and must not be barred from the financial services industry by any regulator or by court order.
2.4 Customer responsibility for seats. Customer is fully responsible for the acts and omissions of each of its Authorized Users, including compliance with these Terms and the Policies, as if they were Customer's own.
2.5 Seat transfer. A seat may be reassigned to a different individual only when the prior Authorized User has left Customer's organization or ceased performing the role for which the seat was provisioned, or with our written authorization. Reassignment requires new credentials and a fresh acceptance of these Terms by the new individual.
2.6 Monitoring and audit. We may monitor use of the Platform electronically (including access patterns, session activity, and query logs) to verify compliance with these Terms, secure the Platform, and prevent fraud and credential sharing. If use exceeds the seats licensed — including shared or transferred credentials — Customer will pay the applicable per-seat fees for the excess use calculated from the date the excess use began, without limiting our other remedies.
3.1 Customer Content. "Customer Content" means all documents, data, and information submitted to the Platform by or on behalf of Customer, including merchant bank statements, applications, credit reports, and identifying information of merchants, owners, and guarantors. As between the parties, Customer owns Customer Content.
3.2 License to Sovetta. Customer grants Sovetta a non-exclusive, worldwide license to host, process, transmit, analyze, display, and create derivative analyses of Customer Content solely to (a) provide, secure, maintain, and support the Platform; (b) prevent, detect, and investigate fraud, abuse, and security incidents; (c) comply with law; and (d) develop and improve the Platform's parsing, verification, and detection capabilities, provided that any such improvement use relies on de-identified or aggregated data that does not identify any consumer, merchant, or Customer.
3.3 Customer's responsibility for rights and accuracy. Customer represents and warrants that it has all rights, consents, and authorizations required to submit Customer Content to the Platform and to have it processed as described (including merchant authorizations for bank data and signed credit-pull authorizations for owner credit reports), and that its collection and provision of Customer Content complies with applicable law and with Customer's agreements with data sources (banks, bureaus, aggregators, and data providers).
3.4 Output. Subject to these Terms, Customer may use Output for its internal commercial financing operations. Output derived from Customer Content is Customer Confidential Information; the Platform's formats, templates, rule logic, scores, and methodologies remain Sovetta's.
3.5 Output redistribution limits. Customer may not: (a) resell, license, publish, or redistribute Output outside its organization (other than sharing a specific merchant's analysis with that merchant's financing file participants as needed to complete the transaction); (b) feed Output into any automated system that makes financing decisions without human review; (c) use the Platform or Output to build, train, benchmark, or improve any competing product or any machine-learning model; or (d) include Platform content or Output in prompts to, or training data for, any third-party AI model or service without our written consent.
Use of the Platform in connection with consumer reports (including any personal credit report of a business owner, principal, or guarantor) is governed by the FCRA & Permissible Use Notice, which each Authorized User must separately accept, and which includes continuing certifications regarding permissible purpose, use restrictions, and user obligations under the Fair Credit Reporting Act. Sovetta is not a consumer reporting agency and the Platform's Output is not a consumer report. Sovetta processes consumer-report information solely as Customer's service provider, and returns analysis derived from a consumer report only to the Customer organization that procured that report.
Use of the Platform is subject to the Acceptable Use Policy. In summary, and without limitation, you may not: use the Platform for any unlawful purpose or outside your organization's certified purposes; submit documents you know or suspect to be forged or altered in order to obtain a favorable Output; probe, scrape, crawl, or reverse engineer the Platform; resell, sublicense, or provide service-bureau access; use Output to build or train a competing product; remove or alter proprietary notices; or interfere with the Platform's operation or security controls. We may suspend or terminate access immediately for any violation.
6.1 Each party will protect the other's Confidential Information with at least the care it uses for its own similar information (never less than reasonable care), will use it only to perform under these Terms, and will not disclose it except to personnel and contractors bound by comparable obligations.
6.2 Platform confidentiality. The Platform's non-public features, rule thresholds, detection methods, fraud signals, scoring logic, documentation, and performance data are Sovetta's Confidential Information. You may not disclose to any merchant, applicant, or third party the specific rule, threshold, or detection signal that produced an Output — both to protect Sovetta's methods and to preserve their anti-fraud effectiveness.
6.3 Confidentiality obligations survive termination for five (5) years; trade secrets are protected for as long as they remain trade secrets.
Our collection and handling of personal information is described in the Privacy Policy and the Data Processing & Security Statement. In brief: Sovetta processes merchant and consumer data contained in Customer Content as Customer's service provider/processor, at Customer's direction, for Customer's certified purposes only; Sovetta does not sell personal information; and Sovetta maintains administrative, technical, and physical safeguards for Customer Content consistent with its obligations as a service provider to financial institutions under the Gramm-Leach-Bliley Act framework, including 16 C.F.R. § 314.4(f).
8.1 Sovetta and its licensors own the Platform and all related software, models, parsers, rules, methods, interfaces, documentation, and improvements, and all intellectual-property rights in them. No rights are granted except the limited access right in Section 2.
8.2 Feedback. If you provide feedback or suggestions, Sovetta may use them without restriction or obligation.
8.3 Usage data. Sovetta may collect and use technical and usage data about Platform operation (e.g., logs, feature usage, performance and detection telemetry) to operate, secure, and improve the Platform, and may use and publish such data only in de-identified, aggregated form.
The Platform may incorporate or interoperate with third-party services and data sources (for example, banking-data aggregators, public-records sources, mapping and business-intelligence providers, and AI infrastructure providers). Third-party data is provided "as is"; Sovetta does not control and is not responsible for its accuracy or availability. Your use of a third-party service through the Platform may be subject to that provider's terms.
Fees, seat counts, and billing terms are as set out in the applicable order, invoice, or written arrangement between Sovetta and Customer. Undisputed amounts are due as invoiced; we may suspend access for accounts more than 15 days past due after notice. Fees are exclusive of taxes, which Customer is responsible for (excluding taxes on Sovetta's income).
11.1 These Terms apply from your first acceptance or use of the Platform and continue until terminated.
11.2 Suspension/termination by Sovetta. We may suspend or terminate a seat or Customer's access immediately, with notice, if: (a) these Terms or a Policy is materially violated (including any violation of the FCRA & Permissible Use Notice, which is grounds for immediate termination); (b) required to by law or a data source; (c) the account presents a security or fraud risk; or (d) fees are unpaid as described in Section 10. Either party may terminate for convenience on thirty (30) days' written notice unless a signed order provides otherwise.
11.3 Effect of termination. Upon termination, all access rights end. Upon written request within thirty (30) days after termination, Sovetta will make available for export, or delete, Customer Content in its possession, subject to retention required by law, fraud-prevention records, and routine backups (which are deleted on their normal cycle). Sections 1.2–1.4, 3.3, 4, 5 (surviving restrictions), 6, 7, 8, 12–17 survive termination.
12.1 THE PLATFORM AND ALL OUTPUT ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, SOVETTA DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AND UNINTERRUPTED OR ERROR-FREE OPERATION. WITHOUT LIMITING THE FOREGOING, SOVETTA DOES NOT WARRANT THAT: (a) OUTPUT IS ACCURATE, COMPLETE, OR CURRENT; (b) ANY FRAUD, TAMPERING, OR AUTHENTICITY SIGNAL WILL DETECT ANY PARTICULAR FRAUD, OR THAT THE ABSENCE OF A SIGNAL MEANS A DOCUMENT IS GENUINE OR A TRANSACTION IS FREE OF FRAUD; OR (c) ANY SCREENING OUTCOME PREDICTS THE PERFORMANCE, REPAYMENT, OR CREDITWORTHINESS OF ANY MERCHANT. CUSTOMER'S UNDERWRITING, FUNDING, PRICING, COLLECTION, AND DISCLOSURE DECISIONS ARE ITS OWN.
12.2 Fraud detection is screening, not certification. The Platform's fraud, tampering, and authenticity analyses are probabilistic screening tools. Sophisticated fraud can evade detection, and genuine documents can trigger flags. A "PASS," the absence of a fraud flag, or any similar Output is not a representation, warranty, guarantee, or certification that any document is authentic, that any merchant or transaction is legitimate, or that any financing will be repaid — and Customer agrees not to characterize it as such to any person, including its investors, participants, and funding sources.
12.3 ASSUMPTION OF RISK. CUSTOMER ACKNOWLEDGES THAT COMMERCIAL FINANCING IS INHERENTLY RISKY AND THAT SOVETTA IS A TECHNOLOGY VENDOR, NOT A CO-UNDERWRITER, GUARANTOR, INSURER, OR PARTICIPANT IN ANY TRANSACTION. AS BETWEEN THE PARTIES, CUSTOMER ASSUMES ALL RISK OF AND SOLE RESPONSIBILITY FOR: (a) EVERY FINANCING DECISION AND ITS OUTCOME, INCLUDING ANY DEAL THAT DEFAULTS, UNDERPERFORMS, OR RESULTS IN PARTIAL OR TOTAL LOSS OF FUNDS ADVANCED; (b) ANY LOSS CAUSED BY FRAUD, FORGERY, OR TAMPERING THAT THE PLATFORM DID NOT DETECT, AND ANY OPPORTUNITY COST OF A GENUINE TRANSACTION THE PLATFORM FLAGGED OR REJECTED; (c) ANY RELIANCE ON OUTPUT WITHOUT THE INDEPENDENT VERIFICATION AND HUMAN REVIEW THESE TERMS REQUIRE; AND (d) ANY LOSS SUFFERED BY, OR CLAIM FROM, CUSTOMER'S INVESTORS, PARTICIPANTS, SYNDICATE MEMBERS, ASSIGNEES, LENDERS, OR OTHER FUNDING SOURCES IN CONNECTION WITH TRANSACTIONS CUSTOMER EVALUATED USING THE PLATFORM.
13.1 EXCLUSION. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST DATA, OR COST OF SUBSTITUTE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY. WITHOUT LIMITING THE FOREGOING, SOVETTA IS NOT LIABLE FOR ANY LOSS ARISING FROM: A FUNDING, DENIAL, PRICING, OR COLLECTION DECISION MADE BY OR FOR CUSTOMER, INCLUDING DECISIONS INFORMED BY OUTPUT; ANY MERCHANT DEFAULT, NONPAYMENT, OR BUSINESS FAILURE; ANY FRAUD, FORGERY, OR DOCUMENT TAMPERING THE PLATFORM DID NOT DETECT (OR ANY GENUINE DOCUMENT IT FLAGGED); OR ANY LOSS OF, OR CLAIM BY, CUSTOMER'S INVESTORS, PARTICIPANTS, SYNDICATE MEMBERS, ASSIGNEES, OR OTHER FUNDING SOURCES.
13.2 CAP. SOVETTA'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE PLATFORM OR THESE TERMS WILL NOT EXCEED THE AMOUNTS PAID BY CUSTOMER TO SOVETTA FOR THE PLATFORM IN THE TWELVE (12) MONTHS BEFORE THE FIRST EVENT GIVING RISE TO LIABILITY (OR ONE HUNDRED U.S. DOLLARS (US $100) IF NO FEES WERE PAID).
13.3 EXCEPTIONS. THE EXCLUSIONS AND CAP DO NOT APPLY TO: (a) CUSTOMER'S INDEMNIFICATION OBLIGATIONS; (b) A PARTY'S GROSS NEGLIGENCE, FRAUD, OR WILLFUL MISCONDUCT; (c) CUSTOMER'S BREACH OF SECTIONS 4 OR 5 OR OF THE FCRA & PERMISSIBLE USE NOTICE; OR (d) AMOUNTS THAT CANNOT BE LIMITED UNDER APPLICABLE LAW.
Customer will defend, indemnify, and hold harmless Sovetta and its members, managers, officers, employees, and agents from and against any third-party claim, regulatory action, loss, liability, cost, and expense (including reasonable attorneys' fees) arising out of or relating to: (a) Customer Content, including any lack of rights, consents, or authorizations to submit or process it; (b) Customer's or any Authorized User's procurement, submission, or use of any consumer report or consumer-report information, including any claim under the FCRA, ECOA, or analogous state law; (c) Customer's commercial financing activities, including disclosure, registration, licensing, usury, recharacterization, and adverse-action obligations; (d) any decision made by or for Customer regarding a merchant or applicant, and any loss on, or failure of, any financing transaction; (e) any claim by Customer's investors, participants, syndicate members, assignees, lenders, or other funding sources relating to a transaction Customer evaluated using the Platform or to any characterization of Output made to them; or (f) violation of these Terms or the Policies by Customer or its Authorized Users.
15.1 These Terms are governed by the laws of the State of New York, without regard to conflicts-of-law rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
15.2 Exclusive venue for any dispute arising out of or relating to these Terms or the Platform lies in the state or federal courts located in New York County, New York, and each party irrevocably consents to their jurisdiction.
15.3 EACH PARTY WAIVES ITS RIGHT TO A JURY TRIAL and agrees that any proceeding will be conducted only on an individual basis — class, collective, and representative actions are waived to the maximum extent permitted by law.
15.4 Either party may seek injunctive or equitable relief in any court of competent jurisdiction to protect its confidential information, data, or intellectual property.
16.1 We continuously improve the Platform and may modify or discontinue features. We will not materially reduce the core functionality of a paid subscription during its term without notice.
16.2 We may update these Terms and the Policies. For material changes, we will provide notice (by e-mail, in-Platform notice, or a re-acceptance prompt) and, where required, obtain renewed acceptance before the change applies to you. The "Effective" date above reflects the current version. Continued use after a non-material update constitutes acceptance.
17.1 Notices. Legal notices to Sovetta must be sent to Sovetta Technologies LLC, Attn: Legal — [email protected]. We may give notice via the Platform or the e-mail associated with your seat.
17.2 Assignment. Customer may not assign these Terms without our prior written consent, except to a successor in a merger or sale of substantially all assets with notice; Sovetta may assign to an affiliate or successor. Any other assignment is void.
17.3 Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, other than payment obligations.
17.4 Export & sanctions. You may not use the Platform in violation of U.S. export controls or sanctions, and you represent you are not on any U.S. government restricted-party list.
17.5 Independent contractors; no third-party beneficiaries. The parties are independent contractors. These Terms create no third-party beneficiaries; no merchant, applicant, investor, participant, or other third party may rely on the Platform or any Output, and Customer shall not represent otherwise to any of them.
17.6 Entire agreement; severability; waiver. These Terms and the Policies are the entire agreement regarding the Platform and supersede prior discussions. If any provision is unenforceable, it will be modified to the minimum extent necessary, and the remainder stays in effect. A failure to enforce is not a waiver.
17.7 Electronic contracting. These Terms are executed electronically per the E-Sign Consent. Records of your acceptance (document version, timestamp, username, IP address) are retained as evidence of agreement.
Questions about these Terms: [email protected] Sovetta Technologies LLC