MBS AI Agent — Subscription Terms and Conditions

The Subscriber’s individual account established at sign-up, identified by a unique credential set (login ID and password) issued to a single named natural person.

The single named natural person identified on the Account. There is one (1) Authorized User per Account. Service Accounts, generic mailboxes, shared logins, role-based credentials, and “team” logins are expressly prohibited.

Any person or entity that develops, markets, sells, distributes, or operates (or is preparing to develop, market, sell, distribute, or operate) any product, service, dataset, model, agent, or platform that competes, in whole or in part, with the MBS AI Agent or any other RiskSpan product or service, including without limitation any analytics, modeling, valuation, surveillance, or AI-assisted query tool offered to the structured-finance, mortgage, or fixed-income markets, and any affiliate, employee, contractor, consultant, or agent of any such person or entity acting in such capacity.

The analytical results, calculations, summaries, tables, charts, narrative responses, or other outputs generated by the Service for the Authorized User, excluding (i) the Service itself, (ii) any RiskSpan Data, models, methodologies, algorithms, prompts, source code, system logic, or data structures, and (iii) any output that would permit a third party to reverse-engineer, replicate, or substitute for the Service or any component thereof.

The subscription fees set forth on the order screen accepted by Subscriber at sign-up.

RiskSpan’s tool-augmented analytics interface within the RS Edge Historical Performance platform that enables the Authorized User to query Agency MBS datasets using natural-language prompts. The Service leverages a third-party large language model (via Amazon Bedrock) solely to interpret user queries and summarize outputs generated by deterministic RS Edge analytics operating on public-domain data.

Information and data incorporated by RiskSpan, its affiliates, and third parties into the Service, whether third-party licensed data, publicly available data, or RiskSpan proprietary data.

Stripe, Inc., the third-party payment processor through which all Fees are collected. Use of the Service requires a valid Stripe-supported payment method on file at all times.

Has the meaning given in Section 3(c).

The MBS AI Agent is a professional analytical tool intended for institutional finance professionals. By accepting this Agreement, Subscriber represents and warrants, on a continuing basis, that:

• Subscriber will use the Service solely for legitimate, business and professional purposes;
• Subscriber is not, and is not acting on behalf of, any person or entity that is the target of U.S., U.K., E.U., or U.N. economic sanctions, or that is organized, resident, or located in any jurisdiction subject to comprehensive sanctions; and
• All registration information provided by Subscriber is true, accurate, current, and complete, and Subscriber will promptly update such information to keep it so.

Subscriber represents, warrants, and covenants that Subscriber is not, and is not acting on behalf of or for the benefit of, a Competitor or any person or entity that is preparing, evaluating, designing, building, training, fine-tuning, benchmarking, or otherwise developing any product, service, dataset, model, agent, or platform that is or could be competitive with the MBS AI Agent or any other RiskSpan product or service. Access to the Service by any Competitor, by any person or entity acting on a Competitor’s behalf, or by any person or entity for the purpose of building, evaluating, or improving a competing product or service, is strictly prohibited. RiskSpan reserves the right, in its sole and absolute discretion, to (i) refuse, suspend, or terminate any Account where it reasonably believes the Authorized User or any associated entity is, or may become, a Competitor or is acting in furtherance of a competing product or service, and (ii) require immediate cessation of use and deletion of any Derived Output obtained in violation of this Section. The remedies in this Section are in addition to, and not in lieu of, any other remedies available at law or in equity.

Subscriber is responsible for compliance with all local laws applicable to its access to and use of the Service.

Subscriber must accept this Agreement and provide a valid Stripe-supported payment method to start the Free Trial. No access to the MBS AI Agent will be granted prior to acceptance of this Agreement and successful authorization of the payment method.

RiskSpan will grant Subscriber a thirty (30)-day no-cost trial of the MBS AI Agent commencing on the date the Account is accepted and provisioned (the “Trial Start Date”) and ending thirty (30) days thereafter (the “Free Trial”). No Fees are charged during the Free Trial.

Immediately following the Free Trial, the Service automatically continues at the Standard Subscription rate selected by Subscriber at sign-up, for an initial term of twelve (12) consecutive months (the “Subscription Term”). Pricing options selected upon initial sign-up may not be changed during the Subscription Term. The full Term Schedule is set forth in Section 3(f) below.

Subscriber may cancel the Service for any reason or no reason at any time during the Free Trial period (the “Opt-Out Window”) by submitting a cancellation request through the in-product cancellation flow or by emailing finance@riskspan.com. Upon timely cancellation within the Opt-Out Window:

• Subscriber’s access to the Service will terminate upon Subscriber’s notice; and
• Subscriber will not be charged for any subsequent period.

Cancellation requests received after the Opt-Out Window will be governed by Section 3(e) (Cancellation After the Opt-Out Window) and Section 15 (Term; Termination; Suspension).

After expiration of the Opt-Out Window, the Subscription Term is non-cancellable except for RiskSpan’s uncured material breach as set forth in Section 15(b). Subscriber remains obligated to pay all Fees for the remainder of the Subscription Term.

RiskSpan will use commercially reasonable efforts to notify Subscriber of any change in the renewal price at least SIXTY (60) days in advance.

All Fees, pricing terms, billing frequency, and payment obligations are as presented to Subscriber during the sign-up process and accepted via the Stripe checkout flow, which is hereby incorporated by reference and constitutes the binding pricing terms under this Agreement. All fees as selected during the sign-up process are stated and charged in U.S. dollars and are exclusive of any sales, use, value-added, or similar taxes, which are the sole responsibility of Subscriber.

In the event of any discrepancy between this Agreement and the pricing presented at sign-up, the pricing presented and accepted during the Stripe checkout process shall control.

All Fees are processed by Stripe. By accepting this Agreement and entering payment information, Subscriber (i) authorizes RiskSpan and its payment processor to charge the payment method on file for all Fees, taxes, and other amounts due under this Agreement on a recurring basis as described above and (ii) agrees to keep a valid payment method on file at all times. RiskSpan does not collect, store, or directly process Subscriber’s payment-card or bank-account credentials. Subscriber’s use of Stripe is also subject to Stripe’s own terms of service and privacy policy. Failed or declined charges may result in immediate suspension of the Service in accordance with Section 15(c).

Past-due amounts shall accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law, plus any reasonable collection costs (including attorneys’ fees) incurred by RiskSpan.

Subscriber is responsible for all sales, use, value-added, withholding, and other transaction taxes (excluding taxes on RiskSpan’s income) arising from this Agreement.

Subject to the terms and conditions of this Agreement and Subscriber’s timely payment of all Fees, RiskSpan grants Subscriber a non-exclusive, non-transferable, non-sublicensable, non-assignable, revocable, limited license, during the Subscription Term and any Renewal Term, to access and use the MBS AI Agent solely (i) by the single named Authorized User on the Account and (ii) for Subscriber’s internal business purposes.

All rights not expressly granted in this Agreement are reserved by RiskSpan. No license is granted by implication, estoppel, exhaustion, or otherwise. The Service is licensed, not sold.

Each Account is licensed to a single named Authorized User; provided, however, Subscriber may reassign the Account to a replacement individual upon written or in-product notice to RiskSpan, provided that (i) the prior Authorized User’s access is terminated and (ii) no concurrent or overlapping use occurs.

Subscriber shall not create or use any service account, generic mailbox, role-based account, team login, kiosk, or shared workstation arrangement to access the Service. The Service may not be accessed via any cookie-, token-, or session-replay mechanism that would allow more than one person to use the same Account.

Subscriber shall safeguard its credentials with at least industry-standard care, shall enable any multi-factor authentication offered by RiskSpan, and shall promptly notify RiskSpan at techsupport@riskspan.com upon learning of any actual or suspected unauthorized access. Subscriber is solely responsible, and shall remain liable, for all activity occurring under its Account.

Subscriber acknowledges that the actual damages caused by the sharing of credentials or the use of an Account by more than one person are difficult to ascertain. Accordingly, in addition to any other remedies, for each instance of a violation of Sections 5(a) or 5(b), Subscriber shall pay RiskSpan, as liquidated damages and not a penalty, an amount equal to the lesser of (i) twenty-five thousand U.S. dollars ($25,000) per violation (each instance of unauthorized concurrent or shared use constituting a separate violation) or (ii) the maximum amount permitted by applicable law. The Parties agree that this amount is a reasonable estimate of the harm caused and is not punitive.

The MBS AI Agent may be queried only by a single living human being (the Authorized User) interacting with the Service in real time through the user interface provided by RiskSpan.

Without limiting the generality of the foregoing, Subscriber shall not, and shall not permit, attempt, or enable any third party to:

• use any robot, spider, crawler, scraper, headless browser, or other automated means or process to access, query, monitor, or copy the Service, RiskSpan Data, prompts, intermediate outputs, or Derived Output;
• use, embed, integrate, or pipe the Service into any software agent, AI agent, autonomous agent, multi-agent system, orchestrator, robotic-process-automation (RPA) tool, low-code/no-code automation, browser extension, screen-scraper, recorded macro, or other automated workflow;
• submit prompts, requests, or sessions generated, drafted, scripted, or executed by another large language model, agent, or non-human system;
• access the Service through any unauthorized application programming interface (API), proxy, gateway, tunnel, replay layer, or middleware, or expose, resell, or front the Service to any other application, agent, or service;
• use the Service, RiskSpan Data, prompts, intermediate outputs, or Derived Output to train, fine-tune, evaluate, benchmark, distill, ground, retrieval-augment, prompt-engineer, or otherwise develop or improve any machine-learning model, foundation model, language model, embedding, vector store, knowledge graph, dataset, or AI system;
• perform, or facilitate any third party performing, large-scale, systematic, or batch extraction, aggregation, or harvesting of content from the Service;
• attempt to discover, extract, exfiltrate, or reverse-engineer any system prompt, model weights, fine-tuning data, training data, embeddings, retrieval indices, tools, function definitions, model identity, or other internal components of the Service; or
• circumvent, disable, or interfere with any rate-limit, quota, watermark, security control, telemetry, or content filter implemented in the Service.

Subscriber acknowledges that RiskSpan may employ behavioral, technical, and statistical methods to detect non-human or automated use, credential sharing, or anomalous activity. Subscriber consents to the collection and processing of usage telemetry for these and other security, billing, and product-improvement purposes. RiskSpan may suspend or terminate the Account immediately upon a reasonable, good-faith determination of suspected violation of this Section 6.

Subscriber agrees that the prohibitions in this Section apply regardless of intent.

As between the Parties, the Service, RiskSpan Data, models, methodologies, algorithms, prompts, system prompts, function definitions, source code, object code, user interfaces, logos, names, and all other materials provided by RiskSpan, and all intellectual property and proprietary rights therein, are and shall remain the sole and exclusive property of RiskSpan and its licensors. The MBS AI Agent leverages a third-party large language model via Amazon Bedrock; nothing in this Agreement transfers any rights in such third-party model to Subscriber.

Subject to Subscriber’s payment of all Fees and ongoing compliance with this Agreement, RiskSpan grants Subscriber a non-exclusive, non-transferable, non-sublicensable license to use Derived Output for Subscriber’s internal business purposes only. Derived Output may not be (i) shared, distributed, or redistributed to any third party except to Subscriber’s internal and external auditors, and governmental or regulatory authorities, in each case under appropriate confidentiality protections; (ii) used to train, fine-tune, evaluate, or develop any AI model or competing product; or (iii) repackaged, productized, or sold.

RiskSpan does not use Subscriber’s prompts or any proprietary inputs Subscriber may submit to train or fine-tune the underlying language model. The MBS AI Agent operates on an inference-only basis within a controlled AWS environment, using public-domain Agency MBS data and RiskSpan’s deterministic analytics.

Any suggestions, comments, error reports, or feedback provided by Subscriber to RiskSpan regarding the Service (collectively, “Feedback”) are owned exclusively by RiskSpan, on a worldwide, perpetual, irrevocable, royalty-free, sublicensable, and transferable basis, without obligation or compensation to Subscriber.

“Confidential Information” means non-public information disclosed by or on behalf of one Party (the “Disclosing Party”) to the other (the “Receiving Party”) that is identified as confidential or that, given its nature or the circumstances of disclosure, reasonably should be understood to be confidential. The Service, prompts, system prompts, RiskSpan Data, models, methodologies, pricing, and Derived Output (other than Subscriber’s own underlying inputs) are RiskSpan’s Confidential Information.

The Receiving Party shall (i) use Confidential Information solely to perform under this Agreement; (ii) protect it with at least the same degree of care it uses for its own similarly sensitive information, and in no event less than reasonable care; and (iii) not disclose it to any third party except to its employees, contractors, advisors, and auditors who have a need to know and are bound by confidentiality obligations no less protective than those herein.

The obligations in this Section do not apply to information that (i) is or becomes publicly available through no breach of this Agreement; (ii) was rightfully known prior to disclosure without restriction; (iii) is rightfully obtained from a third party without restriction; or (iv) is independently developed without use of Confidential Information. The Receiving Party may disclose Confidential Information to the extent legally compelled, provided that, where lawful, it gives the Disclosing Party prompt prior notice and reasonable cooperation in seeking a protective order.

The Parties acknowledge that breach of this Section may cause irreparable harm for which monetary damages are inadequate, and the non-breaching Party shall be entitled to seek injunctive and other equitable relief in addition to all other remedies.

RiskSpan collects and processes operational telemetry (such as logins, session metadata, query metadata, error data, and performance metrics) to operate, secure, troubleshoot, audit, bill, and improve the Service.

Subscriber shall not submit to the Service any data described in Section 7.c. RiskSpan disclaims all liability arising from Subscriber’s violation of this restriction.

Processing of personal data is further described in RiskSpan’s Privacy Policy, which is incorporated by reference.

The MBS AI Agent uses a third-party large language model to interpret natural-language queries and summarize outputs. Outputs may contain errors, omissions, or inaccuracies, including “hallucinations.” Subscriber is solely responsible for independently reviewing, validating, and verifying any output before relying on it. The Service does not perform, and shall not be deemed to perform, automated or regulated decision-making.

RiskSpan is not an investment adviser, broker-dealer, fiduciary, accountant, or law firm. Nothing in the Service or any Derived Output constitutes investment, legal, tax, accounting, or other professional advice or a recommendation to buy, sell, or hold any security or to enter into any transaction. Subscriber is solely responsible for its own decisions and outcomes.

The Service relies on third-party services (including Amazon Bedrock and Stripe). RiskSpan has no liability for the availability, performance, or acts or omissions of such third parties or for failures or delays attributable to the Internet or telecommunications networks not within RiskSpan’s reasonable control.

This Agreement commences on the Effective Date and continues until expiration or termination of the Subscription Term and any Renewal Terms in accordance with Section 3.

Either Party may terminate this Agreement on thirty (30) days’ written notice for the other Party’s uncured material breach. RiskSpan may terminate this Agreement immediately upon notice if Subscriber breaches Sections 2, 4, 5, 6, 7, 9, or 11; if Subscriber’s payment method fails and is not cured within ten (10) days of notice; or if continued provision of the Service would, in RiskSpan’s reasonable judgment, expose RiskSpan to legal, regulatory, or reputational risk.

RiskSpan may immediately suspend the Service, in whole or in part, if RiskSpan reasonably believes that (i) the Service is being used in violation of this Agreement or any law; (ii) credentials have been compromised or shared; (iii) automated, bot-driven, scraping, or model-training activity is occurring; (iv) Subscriber’s payment method has failed. Suspension is in addition to, and not in lieu of, any other remedies; or (v) abnormal, excessive, or anomalous usage patterns inconsistent with typical human interaction.

Upon any termination or expiration, Subscriber’s right to access the Service ceases immediately and Subscriber shall promptly destroy or return all RiskSpan Confidential Information in its possession (subject to retention required by law or routine backup). Except for terminations by Subscriber for RiskSpan’s uncured material breach or terminations by Subscriber within the Opt-Out Window, all Fees for the remainder of the then-current term become immediately due and payable.

Sections 1, 2, 3(i), 3(j), 4(b), 5(d), 6, 8, 9, 10, 11, 12, 13, 14, 15(d), 15(e), and 16–26 (and any other provisions that by their nature should survive) shall survive termination or expiration of this Agreement.