Terms of Service

1. Acceptance of Terms

By creating an account, clicking “I Agree,” or otherwise accessing the Service, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy (available at decla.com/privacy). You must be at least 18 years of age and have the legal capacity to enter into binding agreements.

If you do not agree to these Terms, you must not access or use the Service.

2. Service Description

Decla provides an AI-powered insurance operations platform that includes:

• Policy management automation — AI-assisted policy processing, renewals, and data entry
• Claims handling — Automated claims intake, tracking, and communication
• Insurer communication — AI-managed correspondence with carriers and underwriters
• AI voice assistance — Automated phone calls and voice interactions powered by AI
• Document generation and processing — AI-driven creation, extraction, and analysis of insurance documents
• AMS integration — Connectivity with agency management systems

Decla may modify, update, or discontinue features of the Service at any time. We will provide reasonable notice of material changes that significantly reduce the functionality available to you.

3. Account Registration and Security

3.1 Registration

To use the Service, you must create an account and provide accurate, current, and complete information. You agree to promptly update your account information if it changes.

3.2 Credential Security

You are responsible for maintaining the confidentiality of your account credentials, including passwords, API keys, and access tokens. You must use commercially reasonable security measures to protect your account.

3.3 Account Activity

You are responsible for all activity that occurs under your account, whether or not authorized by you. This includes any actions taken by employees, contractors, or agents who access the Service using your credentials.

3.4 Unauthorized Access

You must notify Decla immediately at support@decla.com if you become aware of any unauthorized access to or use of your account. Decla is not liable for any loss arising from unauthorized use of your account where you have failed to maintain credential security or provide timely notice.

3.5 Account Sharing

You may not share your account credentials with any third party. Each authorized user must have their own account.

4. Acceptable Use Policy

4.1 Permitted Use

You may use the Service only for lawful purposes in connection with your insurance operations, in compliance with all applicable laws and regulations.

4.2 Prohibited Activities

You agree not to:

• (a) Use the Service to generate, submit, or facilitate fraudulent, misleading, or materially inaccurate insurance documents, claims, applications, or communications;
• (b) Input, upload, or process data through the Service that you do not have the legal right to use, including policyholder data for which you lack proper authorization or consent;
• (c) Attempt to reverse-engineer, decompile, disassemble, or otherwise extract Decla's AI models, algorithms, prompts, system instructions, training data, or proprietary workflows;
• (d) Use automated means (including scraping, crawling, or bots) to access the Service for the purpose of extracting or replicating Decla's technology, except through approved APIs;
• (e) Interfere with or disrupt the Service, its infrastructure, or other users' access, including through denial-of-service attacks, injection attacks, or excessive API usage;
• (f) Sublicense, resell, or redistribute access to the Service or its outputs without Decla's prior written consent;
• (g) Use the Service in any manner that violates applicable insurance regulations, data protection laws, or professional licensing requirements;
• (h) Misrepresent AI-generated content as human-produced where disclosure is required by law or regulation;
• (i) Use the Service to store or transmit malicious code, or to conduct any activity that could harm Decla, its users, or third parties.

4.3 Enforcement

Decla reserves the right to investigate and take appropriate action against any violation of this section, including suspension or termination of access, removal of content, and reporting to law enforcement or regulatory authorities.

5. Fees and Payment

5.1 Fees

You agree to pay all fees specified in your subscription plan, order form, or as otherwise agreed in writing. All fees are stated in U.S. dollars unless otherwise specified.

5.2 Payment Terms

Fees are due in advance on the billing cycle applicable to your plan (monthly or annual). If you fail to make any payment when due, Decla may suspend your access to the Service upon 10 days' written notice.

5.3 Taxes

All fees are exclusive of taxes. You are responsible for all applicable taxes, duties, and governmental assessments (excluding taxes on Decla's net income) arising from your use of the Service.

5.4 Refunds

Fees are non-refundable except (a) as expressly provided in Section 8 (Effect of Termination), (b) as required by applicable law, or (c) as otherwise agreed in writing by Decla.

5.5 Price Changes

Decla may change its fees upon 30 days' advance written notice. Fee changes take effect at the start of the next billing cycle following the notice period.

6. Intellectual Property

6.1 Decla's IP

The Service, including all software, AI models, algorithms, prompts, workflows, interfaces, documentation, and related intellectual property, is and remains the exclusive property of Decla and its licensors. Nothing in these Terms grants you any ownership interest in the Service.

6.2 Limited License

Subject to these Terms, Decla grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service during your subscription term solely for your internal business operations.

6.3 Customer Data

You retain all rights in the data you provide to or generate through the Service (“Customer Data”). You grant Decla a limited license to use Customer Data solely to provide, maintain, and improve the Service as described in these Terms and our Privacy Policy.

6.4 Feedback

If you provide Decla with any suggestions, ideas, enhancement requests, recommendations, or other feedback regarding the Service (“Feedback”), you hereby assign to Decla all right, title, and interest in such Feedback. Decla may use, incorporate, and commercialize Feedback without restriction or obligation to you.

6.5 Usage Analytics

Decla may collect and use anonymized and aggregated data derived from your use of the Service (“Usage Analytics”) for any lawful purpose, including product improvement, benchmarking, and industry analysis. Usage Analytics do not identify you or any individual and are not used to train AI or machine learning models. Usage Analytics are the sole property of Decla.

7. AI Features and Limitations

7.1 AI-Powered Functionality

The Service uses artificial intelligence and machine learning technologies to deliver its core features, including task execution, browser automation, document processing, and workflow automation.

7.2 AI Limitations

AI features are tools designed to assist, not replace, professional judgment. AI-generated outputs may contain errors, inaccuracies, or omissions. You are solely responsible for reviewing, verifying, and approving all AI-generated content before use, submission, or reliance.

7.3 No Disabling of Core AI

The Service is fundamentally AI-powered. Certain AI processing features cannot be disabled as they are integral to the Service's operation.

7.4 AI Data Processing

Customer Data processed by AI features is handled in accordance with our Privacy Policy and any applicable Data Processing Addendum. Customer Data is not used by Decla or its AI inference providers for AI model training.

7.5 Infrastructure

All AI processing occurs on U.S.-based infrastructure. A complete list of subprocessors is available in our Data Processing Agreement. Decla will provide notice of material changes to its subprocessors.

7.6 Insurance Disclaimers

• (a) Decla is not a licensed insurance agent, broker, adjuster, or advisor. The Service does not constitute insurance advice and does not make coverage, underwriting, or claims decisions on behalf of any party.
• (b) All autonomous actions performed by Decla's AI features are authorized by and attributable to the Customer. Customer retains full responsibility for all insurance transactions conducted through or facilitated by the Service, including the accuracy and regulatory compliance of any outputs.
• (c) Customer should independently verify critical AI-generated outputs before relying on them in insurance transactions, filings, or communications with policyholders, carriers, or regulators.
• (d) Customer is responsible for maintaining appropriate professional liability and insurance coverage for their business operations, including the use of third-party software tools.

8. Term and Termination

8.1 Term

These Terms are effective from the date you first access the Service and continue until terminated in accordance with this section.

8.2 Termination for Convenience

Either party may terminate these Terms for any reason by providing 30 days' prior written notice to the other party. Notice from Customer must be sent to support@decla.com. Notice from Decla will be sent to the email address associated with your account.

8.3 Termination for Cause

Either party may terminate these Terms immediately upon written notice if the other party:

• (a) Commits a material breach of these Terms and fails to cure such breach within 30 days after receiving written notice specifying the breach; or
• (b) Becomes subject to bankruptcy, insolvency, receivership, or similar proceedings, or makes an assignment for the benefit of creditors.

8.4 Termination by Decla for Violation

Notwithstanding Section 8.3, Decla may suspend or terminate your access immediately and without prior notice if:

• (a) You violate the Acceptable Use Policy (Section 4);
• (b) Your use of the Service poses a security risk to Decla or other users;
• (c) Your account is past due for more than 30 days; or
• (d) Decla is required to do so by law, regulation, or court order.

8.5 Effect of Termination

• (a) Data Access. Upon termination or expiration, you will have 30 days to export your Customer Data through the Service's export functionality or by requesting an export at support@decla.com. After this 30-day period, Decla will delete your Customer Data in accordance with our data retention policies and will provide written confirmation of deletion upon request.
• (b) Refund of Prepaid Amounts. If Decla terminates these Terms for convenience under Section 8.2, or you terminate for cause under Section 8.3, Decla will refund a pro-rata portion of any prepaid fees attributable to the unused remainder of the then-current subscription term. No refund is due if you terminate for convenience or if Decla terminates for cause or under Section 8.4.
• (c) Survival. The following sections survive termination: Section 6 (Intellectual Property), Section 9 (Warranty Disclaimer), Section 10 (Limitation of Liability), Section 11 (Indemnification), Section 12 (Governing Law and Dispute Resolution), and any payment obligations accrued prior to termination.

9. Warranty Disclaimer

THE SERVICE IS PROVIDED “AS-IS” AND “AS-AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. DECLA SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

DECLA DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. DECLA DOES NOT WARRANT THE ACCURACY, COMPLETENESS, OR RELIABILITY OF ANY AI-GENERATED OUTPUT.

10. Limitation of Liability

10.1 Exclusion of Consequential Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE), EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.2 Liability Cap

TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE TOTAL AMOUNT OF FEES PAID OR PAYABLE BY CUSTOMER TO DECLA DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. FOR CLAIMS ARISING BEFORE 12 MONTHS OF FEES HAVE BEEN PAID, THE CAP WILL BE THE TOTAL FEES PAID TO DATE.

10.3 Essential Basis

THE LIMITATIONS IN THIS SECTION REFLECT THE AGREED-UPON ALLOCATION OF RISK BETWEEN THE PARTIES AND ARE AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THEM. THE SERVICE WOULD NOT BE PROVIDED WITHOUT THESE LIMITATIONS.

11. Indemnification

11.1 By Customer

You agree to indemnify, defend, and hold harmless Decla and its officers, directors, employees, agents, and affiliates from and against any claims, losses, damages, liabilities, and expenses (including reasonable attorneys' fees) arising from or related to:

• (a) Your use of the Service;
• (b) Your violation of these Terms or any applicable law or regulation;
• (c) Your violation of any third party's rights, including intellectual property or privacy rights;
• (d) Customer Data that you provide to the Service; or
• (e) Your use or distribution of AI-generated outputs from the Service.

11.2 By Decla

Decla agrees to indemnify, defend, and hold harmless Customer and its officers, directors, employees, and agents from and against any third-party claims, losses, damages, liabilities, and expenses (including reasonable attorneys' fees) to the extent arising from a claim that the Service, as provided by Decla, infringes or misappropriates a third party's intellectual property rights. Decla's obligations under this section do not apply to the extent the claim arises from: (a) Customer Data; (b) modifications to the Service made by or at the direction of Customer; (c) the combination of the Service with products or services not provided by Decla where the infringement would not have occurred but for such combination; or (d) Customer's continued use of the allegedly infringing Service after Decla has provided a non-infringing alternative or notice to cease use.

11.3 Procedure

The indemnified party will promptly notify the indemnifying party of any claim subject to indemnification and provide reasonable cooperation at the indemnifying party's expense. The indemnifying party may not settle any claim without the indemnified party's prior written consent if the settlement imposes obligations on the indemnified party or admits fault on the indemnified party's behalf.

12. Governing Law and Dispute Resolution

12.1 Governing Law

These Terms are governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict-of-law principles.

12.2 Informal Resolution

Before initiating any formal dispute resolution proceeding, the parties agree to first attempt to resolve any dispute, claim, or controversy arising out of or relating to these Terms (“Dispute”) informally. The party raising the Dispute must send a written notice describing the Dispute and proposed resolution to the other party. The parties will negotiate in good faith for 30 days from receipt of such notice.

12.3 Jurisdiction and Venue

If a Dispute is not resolved through informal negotiation within the 30-day period, either party may bring the Dispute exclusively in the state or federal courts located in San Francisco, California. Each party irrevocably consents to the exclusive jurisdiction and venue of such courts and waives any objection based on inconvenient forum.

12.4 Arbitration Option

Notwithstanding Section 12.3, either party may elect to resolve a Dispute through binding arbitration administered by JAMS under its Streamlined Arbitration Rules and Procedures. Either party must elect arbitration before filing any court proceeding. The arbitration will take place in San Francisco, California, before a single arbitrator. The arbitrator's decision will be final and binding and may be entered as a judgment in any court of competent jurisdiction.

12.5 Waiver of Jury Trial

TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY WAIVES ITS RIGHT TO A JURY TRIAL FOR ANY DISPUTE ARISING OUT OF OR RELATING TO THESE TERMS.

12.6 Waiver of Class Actions

ALL DISPUTES MUST BE BROUGHT IN THE PARTIES' INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING.

13. Privacy and Data Handling

13.1 Privacy Policy

Decla collects, uses, and discloses information as described in our Privacy Policy at decla.com/privacy. By using the Service, you consent to such collection, use, and disclosure.

13.2 Data Processing

For enterprise customers, data processing terms may be governed by a separate Data Processing Addendum (“DPA”) executed between the parties. Where a DPA exists, it supplements and, in the event of a conflict regarding data processing, supersedes the data processing provisions in these Terms and the Privacy Policy.

13.3 Enterprise Agreements

Enterprise customers may have separate MSA, DPA, or other written agreements with Decla that address data handling, security obligations, and service levels. Those agreements supersede these Terms to the extent of any conflict.

13.4 Data Security

Decla maintains administrative, technical, and organizational security measures designed to protect Customer Data. Details regarding Decla's security practices, certifications, and infrastructure are available at decla.com/trust and through our SOC 2 Type 2 report (available upon request).

14. Service Availability

14.1 Uptime Target

Decla targets 99.9% uptime for the Service, measured on a monthly basis, excluding scheduled maintenance and force majeure events. This is a target, not a guarantee.

14.2 No SLA Under These Terms

These Terms do not include a service level agreement (SLA) with financial remedies. Enterprise customers requiring guaranteed uptime commitments and service credits should contact Decla about an MSA with SLA terms.

14.3 Scheduled Maintenance

Decla will use commercially reasonable efforts to schedule maintenance during off-peak hours and to provide advance notice of maintenance that may cause service interruption.

14.4 Force Majeure

Neither party will be liable for failure or delay in performance due to causes beyond its reasonable control, including natural disasters, acts of government, pandemics, war, terrorism, labor disputes, power or internet outages, or failures of third-party service providers. This section does not excuse either party's payment obligations.

15. Changes to These Terms

15.1 Modification

Decla reserves the right to modify these Terms at any time. We will provide at least 30 days' advance notice of material changes by posting the updated Terms at decla.com/terms and notifying you via the email address associated with your account.

15.2 Acceptance

Your continued use of the Service after the effective date of updated Terms constitutes acceptance of those changes. If you do not agree with the updated Terms, you must stop using the Service and may terminate your account in accordance with Section 8.2.

15.3 Version Tracking

Each version of these Terms will include a version number and effective date. Prior versions may be requested by contacting Decla.

16. General Provisions

16.1 Entire Agreement

These Terms, together with the Privacy Policy and any Order Form, MSA, or DPA executed between the parties, constitute the entire agreement between you and Decla regarding the Service and supersede all prior agreements, representations, and understandings.

16.2 Severability

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

16.3 Waiver

No waiver of any provision of these Terms will be effective unless in writing and signed by the waiving party. Failure to enforce any provision does not constitute a waiver of that provision.

16.4 Assignment

You may not assign or transfer these Terms or any rights hereunder without Decla's prior written consent. Decla may assign these Terms in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets. Any attempted assignment in violation of this section is void.

16.5 Notices

All notices under these Terms must be in writing. Notices to Decla must be sent to support@decla.com or by mail to: Circle Technologies, Inc., 650 California St., Fl 7, San Francisco, CA 94108. Notices to you will be sent to the email address associated with your account.

16.6 Independent Contractors

The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, employment, or agency relationship.

16.7 Third-Party Beneficiaries

These Terms do not confer any rights on any third party.

16.8 Headings

Section headings are for convenience only and do not affect interpretation.

17. Contact

For questions about these Terms, contact us at:

Circle Technologies, Inc.
650 California St., Fl 7
San Francisco, CA 94108
Email: support@decla.com
Web: decla.com/contact

This document supersedes the Terms of Service effective April 21, 2026 (v2). Key changes in v2.1: replaced personal contact email with support email, simplified AI features description, moved subprocessor list to DPA.