Terms of Service

Effective Date: March 27, 2026 · Last Updated: March 27, 2026

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Client," "you," or "your") and Top Performer AI, Inc. ("Company," "we," "us," or "our"), a Delaware corporation, governing your access to and use of the Top Performer AI platform, including all related services, tools, reports, data, and content available at topperformer.ai and any subdomains thereof (collectively, the "Platform").

BY ACCESSING OR USING THE PLATFORM, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS. IF YOU ARE ENTERING INTO THESE TERMS ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT ACCESS OR USE THE PLATFORM.

1. Service Description

Top Performer AI provides an artificial intelligence-powered competitive intelligence platform focused on the U.S. banking and financial services sector. The Platform aggregates, analyzes, and synthesizes publicly available information from sources including but not limited to:

• Securities and Exchange Commission (SEC) filings (10-K, 10-Q, 8-K, S-1, DEF 14A, and other public filings)
• United States Patent and Trademark Office (USPTO) patent filings
• Earnings call transcripts
• Press releases and corporate announcements
• Published news articles and industry reports
• Other publicly available data sources

2. Acceptance of Terms

You accept these Terms by: (a) clicking "I Accept" or similar acknowledgment at the time of registration; (b) executing an Order Form or Enterprise Agreement that references these Terms; or (c) accessing or using the Platform after being notified of these Terms. If you do not agree to these Terms, you must immediately cease all use of the Platform.

We reserve the right to modify these Terms at any time. Material changes will be communicated via email to the address associated with your account at least thirty (30) days prior to the effective date of such changes. Your continued use of the Platform after the effective date of any modification constitutes your acceptance of the modified Terms.

3. Subscription Terms and Billing

3.1 Subscription Plans

Access to the Platform is provided on a subscription basis. Current subscription tiers include:

• Standard License: $50,000 per month, providing access to the full competitive intelligence platform covering all analyzed banking institutions.
• Exclusive License: $250,000 per month, providing exclusive access with enhanced features, priority support, and exclusivity guarantees within a defined competitive segment.
• Enterprise / Acquisition: Custom pricing available upon request for full platform acquisition, white-label licensing, or bespoke enterprise deployments.

3.2 Billing and Payment

All fees are due in advance on a monthly or annual basis as specified in your Order Form. Payments are processed via Stripe or such other payment processor as we may designate. All fees are quoted in U.S. dollars and are non-refundable except as expressly provided herein. Late payments shall accrue interest at the rate of 1.5% per month or the maximum rate permitted by law, whichever is less.

3.3 Taxes

All fees are exclusive of taxes. You are responsible for all applicable taxes, levies, and duties imposed by taxing authorities, excluding taxes based on the Company's net income.

3.4 Subscription Renewal

Subscriptions automatically renew at the end of each billing period unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current billing period.

4. Acceptable Use Policy

You agree that you will NOT:

• Use the Platform for any purpose that is unlawful or prohibited by these Terms
• Redistribute, resell, sublicense, or make Platform content available to third parties without prior written consent
• Use automated systems (bots, scrapers, crawlers) to access the Platform except as expressly authorized via our API
• Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, algorithms, or data models underlying the Platform
• Use the Platform to engage in or facilitate insider trading, market manipulation, or any activity that violates applicable securities laws
• Remove, obscure, or alter any proprietary notices, labels, or marks on the Platform
• Attempt to gain unauthorized access to the Platform, other accounts, computer systems, or networks connected to the Platform
• Use Platform intelligence to create a competing product or service
• Upload, transmit, or distribute any viruses, malware, or other harmful computer code
• Misrepresent Platform outputs as your own original research without attribution, except as permitted under your subscription tier

5. Intellectual Property

5.1 Platform Ownership

The Platform, including all software, algorithms, machine learning models, data processing methodologies, user interfaces, designs, trademarks, and documentation, is and shall remain the exclusive property of Top Performer AI, Inc. Nothing in these Terms grants you any right, title, or interest in the Platform except for the limited license expressly granted herein.

5.2 Research Output License

Subject to your compliance with these Terms and timely payment of all fees, we grant you a non-exclusive (or exclusive, as applicable under your subscription tier), non-transferable, revocable license to use research outputs, reports, analyses, and intelligence generated by the Platform ("Research Outputs") solely for your internal business purposes. You may not sublicense, redistribute, or commercially exploit Research Outputs except as expressly permitted by your subscription tier.

5.3 Feedback

If you provide feedback, suggestions, or ideas regarding the Platform ("Feedback"), you hereby assign to us all rights in such Feedback and agree that we may use and commercialize such Feedback without restriction or compensation.

6. Disclaimers and Limitation of Liability

6.2 Data Accuracy

While we employ rigorous validation processes, including adversarial validation passes and systematic fact-checking, we do NOT guarantee the accuracy, completeness, timeliness, or reliability of any data, analysis, or Research Output provided through the Platform. Data may be delayed, incomplete, or contain errors. Confidence scores and validation metrics are statistical estimates and should not be relied upon as guarantees of accuracy.

6.3 Disclaimer of Warranties

THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

6.4 Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE COMPANY, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF DATA, LOSS OF BUSINESS, OR LOSS OF GOODWILL, ARISING OUT OF OR RELATED TO YOUR USE OF OR INABILITY TO USE THE PLATFORM, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE), EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

THE COMPANY'S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE PLATFORM SHALL NOT EXCEED THE TOTAL FEES PAID BY YOU TO THE COMPANY DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

6.5 No Liability for Investment Decisions

THE COMPANY SHALL HAVE NO LIABILITY WHATSOEVER FOR ANY INVESTMENT DECISIONS, BUSINESS DECISIONS, OR OTHER ACTIONS TAKEN OR NOT TAKEN BY YOU OR ANY THIRD PARTY BASED ON INFORMATION OR RESEARCH OUTPUTS PROVIDED THROUGH THE PLATFORM.

7. Indemnification

You agree to indemnify, defend, and hold harmless the Company and its affiliates, officers, directors, employees, agents, and licensors from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your use of the Platform; (b) your violation of these Terms; (c) your violation of any applicable law or regulation; (d) any investment or business decisions made in reliance on Platform content; or (e) your infringement of any intellectual property or other right of any third party.

8. Confidentiality

Each party agrees to hold in confidence all non-public information received from the other party that is designated as confidential or that reasonably should be understood to be confidential ("Confidential Information"). Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was rightfully in the receiving party's possession prior to disclosure; (c) is rightfully obtained from a third party without restriction; or (d) is independently developed without use of the disclosing party's Confidential Information.

9. Termination

9.1 Termination for Convenience

Either party may terminate these Terms by providing thirty (30) days' written notice to the other party prior to the end of the then-current billing period.

9.2 Termination for Cause

Either party may terminate these Terms immediately upon written notice if the other party: (a) materially breaches these Terms and fails to cure such breach within fifteen (15) days after receiving written notice thereof; or (b) becomes the subject of a petition in bankruptcy, is declared insolvent, or makes an assignment for the benefit of creditors.

9.3 Effect of Termination

Upon termination: (a) your access to the Platform will be immediately revoked; (b) you must cease all use of Research Outputs except as required to comply with applicable law or regulation; (c) you must destroy all copies of Confidential Information in your possession; and (d) all outstanding fees become immediately due and payable. Sections 5, 6, 7, 8, 10, 11, and 12 shall survive termination.

10. Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to these Terms.

11. Dispute Resolution

11.1 Mandatory Arbitration

Any dispute, claim, or controversy arising out of or relating to these Terms, or the breach, termination, enforcement, interpretation, or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by binding arbitration administered by the American Arbitration Association ("AAA") in accordance with its Commercial Arbitration Rules. The arbitration shall be conducted by a single arbitrator with expertise in technology and financial services. The place of arbitration shall be Wilmington, Delaware.

11.2 Arbitration Procedures

The arbitrator shall apply Delaware law consistent with the Federal Arbitration Act and applicable statutes of limitations. The arbitrator shall have the authority to award any remedy that would be available in a court of competent jurisdiction. The arbitrator's award shall be final and binding, and judgment on the award may be entered in any court having jurisdiction thereof.

11.3 Equitable Relief

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of intellectual property rights or Confidential Information.

12. General Provisions

12.1 Entire Agreement

These Terms, together with any Order Form or Enterprise Agreement, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior and contemporaneous agreements, understandings, and communications, whether written or oral.

12.2 Severability

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

12.3 Waiver

The failure of either party to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.

12.4 Assignment

You may not assign or transfer these Terms without the prior written consent of the Company. The Company may assign these Terms without restriction.

12.5 Force Majeure

Neither party shall be liable for any failure or delay in performance due to causes beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemics, government actions, internet or telecommunications failures, or third-party service provider outages.

12.6 Notices

All notices under these Terms shall be in writing and delivered to the addresses specified in the applicable Order Form, or to legal@topperformer.ai for notices to the Company.

Contact Information

Top Performer AI, Inc.
Email: legal@topperformer.ai
Web: topperformer.ai