1. Acceptance of Terms

These Terms of Use ("Terms") govern your access to and use of the DECA Analytics LLC ("DECA") Portal (the "Portal"), including all content, functionality, and services made available through the Portal.

By accessing or using the Portal, you acknowledge that you have read, understood, and agree to be bound by these Terms, as well as DECA's Privacy Policy. The Portal may use AI-assisted tools to help prepare preliminary drafts, organize information, and support DECA's internal review process. AI-generated content is not final unless reviewed and approved by DECA personnel. If you do not agree, you must immediately discontinue use of the Portal.

2. Scope and Purpose of the Portal

The Portal is a secure digital platform designed to support DECA's services, including but not limited to incentives, compliance, advisory, and access to capital engagements.

The Portal is intended to facilitate information exchange, document management, workflow tracking, and communication in connection with services provided by DECA. Use of the Portal does not create a separate contractual relationship beyond any existing services agreement with DECA.

3. Authorized Users and Access

4. User Responsibilities

By using the Portal, you agree to:

• Provide accurate, complete, and timely information
• Upload only information and documents you are authorized to share
• Comply with all applicable laws and regulations
• Use the Portal in good faith and for its intended purpose

DECA is not responsible for delays, errors, or outcomes resulting from incomplete, inaccurate, or untimely information submitted through the Portal.

5. Prohibited Activities

You may not:

• Attempt to gain unauthorized access to the Portal or its systems
• Interfere with or disrupt the Portal's operation or security
• Upload malicious code or harmful content
• Use the Portal for unlawful, fraudulent, or misleading purposes
• Reverse engineer, copy, or misuse proprietary Portal features

DECA may take appropriate action, including suspension or termination of access, in response to violations.

6. Confidentiality and Data Handling

Information accessed or submitted through the Portal may include confidential, proprietary, or sensitive data.

Users must treat all such information as confidential and may not disclose it to unauthorized third parties, except as required by law or authorized by DECA and applicable agreements.

By using the Portal and expressly and voluntarily agreeing to these Terms in writing, you provide consent for us to use your personal information for marketing actions, such as, for example, sending you promotional emails and materials from DECA.

The collection, use, and protection of personal information submitted through the Portal is further governed by DECA's Privacy Policy. As described therein, we may share collected information with third parties when necessary to operate the Portal, provide DECA services, complete client engagements, comply with applicable requirements, or as otherwise authorized by you. Third-party access is limited to what is reasonably necessary for the applicable service, workflow, legal requirement, business purpose, or authorized client direction. The Portal may integrate with third-party service providers, such as AI tools, cloud hosting, authentication, analytics, or communication tools, to support its functionality. These providers are engaged under contractual obligations designed to protect confidentiality and security. Their use of information is governed by their own privacy policies, and DECA is not responsible for their independent practices.

7. Use of Artificial Intelligence

Certain Portal features may use AI-assisted tools to help structure information, generate drafts, or improve consistency and efficiency. Client inputs and documents may be shared with OpenAI and/or other AI service providers for this purpose, including structured form data and, where applicable, the content of uploaded documents such as financial statements or tax materials. These providers are engaged under contractual obligations designed to protect confidentiality and security. AI-generated drafts are stored in the Portal, labeled as preliminary, and do not constitute final work product.

• AI tools do not make eligibility determinations, approvals, or final decisions.
• All outputs are reviewed, revised, validated, and subject to approval by DECA personnel.
• Client data is used solely to support the applicable engagement and is not used to train public or external AI models.

Use of AI tools through the Portal does not alter DECA's or the client's obligations under any applicable services agreement.

8. Intellectual Property

DECA retains all right, title, and interest in and to the Portal and all DECA-owned or DECA-developed intellectual property, including all works, software, workflows, templates, methodologies, know-how, trade secrets, business processes, documentation, system configurations, prompts, models, logic, analytics, formats, compilations, derivative tools, and other proprietary materials used, developed, generated, or made available by DECA in connection with the Portal or the services. Except as expressly stated in an applicable services agreement, no ownership interest in DECA's intellectual property is transferred to any user or client.

Clients retain all ownership rights in the information, documents, data, files, records, and other materials they submit, upload, provide, or make available through the Portal or otherwise in connection with DECA's services ("Client Materials"). By providing Client Materials, the client grants DECA a limited, non-exclusive, worldwide, royalty-free license to access, use, host, store, copy, reproduce, process, transmit, display, adapt, format, analyze, and create service-related outputs from the Client Materials solely as reasonably necessary to operate the Portal, perform the applicable services, manage the engagement, comply with applicable legal or contractual obligations, and exercise DECA's rights under these terms and any applicable services agreement.

This license includes the right for DECA to submit, reproduce, process, and analyze Client Materials, in whole or in part, through third-party service providers and AI-assisted platforms used by DECA to support the applicable engagement, including for purposes such as extracting information, organizing materials, generating preliminary drafts, improving consistency, and supporting internal review. DECA will use Client Materials only for the applicable engagement and related service purposes, and not to sell Client Materials or to train public or external AI models except where expressly authorized by the client or required under the applicable third-party service terms disclosed to the client.

Use of the Portal does not grant users any right to access, copy, modify, distribute, reverse engineer, decompile, extract, commercialize, or otherwise use DECA's proprietary materials, technology, workflows, AI configurations, prompts, templates, methodologies, or outputs except to the limited extent necessary to receive the services for the applicable engagement.

9. Monitoring and Security

DECA may monitor Portal activity for the following purposes:

• Maintaining security and system integrity
• Ensuring compliance with these Terms
• Investigating potential misuse or unauthorized access

Monitoring is conducted solely for the purposes listed above. DECA does not use monitoring for individual profiling unrelated to Portal security or compliance, and does not sell or disclose monitoring data to third parties except as required by law, court order, or as described in DECA's Privacy Policy. Information about the categories of data collected through monitoring, retention periods, and user rights with respect to that data is set forth in DECA's Privacy Policy.

10. Third-Party Services

The Portal may integrate with third-party service providers to support hosting, authentication, analytics, and communication. DECA contractually requires such providers to implement data security measures consistent with applicable law and DECA's Privacy Policy.

11. Availability and Disclaimers

The Portal is provided "as is" and "as available." DECA does not guarantee uninterrupted or error-free access.

AI-assisted outputs and system-generated materials are drafts and informational only and should not be relied upon as final determinations.

12. Limitation of Liability

To the fullest extent permitted by applicable law, DECA shall not be liable for any indirect, incidental, or consequential damages arising from your use of the Portal, including loss of data or business interruption. This limitation does not apply to, and nothing in these Terms shall limit DECA's liability for: (a) damages resulting from DECA's gross negligence or willful misconduct; or (b) liability that cannot be excluded or limited under applicable law.

DECA is not liable for unauthorized access to your account or data resulting from your failure to maintain the confidentiality of your login credentials, as set forth in Section 3.2.

13. Suspension and Termination

DECA reserves the right to suspend or terminate Portal access upon reasonable advance notice. Notice is not required where immediate suspension is necessary to address an active security threat, prevent ongoing or imminent harm, or comply with a legal obligation. In those circumstances, DECA will provide notice as soon as reasonably practicable after the suspension. Termination occurs upon:

• Violation of these Terms
• Termination or expiration of the applicable services agreement
• Security concerns or confirmed misuse

Following termination, users will have a reasonable opportunity — as set forth in the applicable services agreement or DECA's Privacy Policy — to retrieve or request delivery of documents and data previously submitted to the Portal. After that period, DECA may delete or archive such data in accordance with its data retention practices.

14. Relationship to Services Agreement

These Terms govern Portal use only. They do not replace, amend, or supersede any services agreement, engagement letter, or other contract between DECA and its clients.

In the event of a conflict, the applicable services agreement shall control.

15. Governing Law

These Terms are governed by the laws of the Commonwealth of Puerto Rico, without regard to conflict-of-law principles.

16. Changes to These Terms

We reserve the right to modify or update these Terms at any time to reflect changes in the Portal, applicable laws, or business practices. These updates will be posted within the Portal and/or notified through other appropriate communication, including email, and will be effective immediately upon notification. Continued use of the Portal after changes are notified constitutes acceptance of the updated Terms.

17. Contact Us

If you have questions about these Terms, please contact support@deca.pr.