Terms of Service

Effective Date: April 1, 2026

These Terms of Service ("Terms") govern your access to and use of the website, platform, and services provided by Cubi LLC ("Cubi," "we," "our," or "us"). By accessing or using the Services, you agree to be bound by these Terms. If you do not agree, do not use the Services.

1. Definitions

• "Services" means the Cubi website (heycubi.com), the analytics platform (app.heycubi.com), APIs, data pipelines, and related tools and documentation.
• "Customer" means the financial institution that has entered into a service agreement with Cubi.
• "User" means any individual authorized by a Customer to access the platform.
• "Institution Data" means data provided by or on behalf of a Customer from its core banking system, ancillary systems, or other sources for processing through the Services.

2. Use of the Services

2.1 Eligibility

The platform is available to financial institutions and their authorized personnel. By using the Services, you represent that you are authorized to bind the Customer to these Terms and that all Users have been appropriately authorized by the Customer.

2.2 Acceptable Use

You agree not to:

• Use the Services for any unlawful purpose or in violation of any applicable regulation.
• Attempt to access data belonging to another institution.
• Reverse engineer, decompile, or attempt to extract the source code of the platform.
• Share login credentials or access tokens with unauthorized individuals.
• Use the Services to transmit malicious code, spam, or unauthorized communications.
• Resell, sublicense, or redistribute access to the Services without written consent.

2.3 Account Responsibility

The Customer is responsible for all activity that occurs under its Users' accounts. You agree to maintain the confidentiality of credentials and to notify Cubi promptly of any unauthorized access.

3. Institution Data

3.1 Ownership

The Customer retains all right, title, and interest in its Institution Data. Cubi does not acquire any ownership rights in Institution Data by virtue of providing the Services.

3.2 License to Process

The Customer grants Cubi a limited, non-exclusive license to access, process, transform, and store Institution Data solely for the purpose of providing the Services. This license terminates upon expiration or termination of the service agreement.

3.3 Data Isolation

Institution Data is logically isolated on a per-institution basis. Cubi does not commingle data across institutions and does not use one institution's data to provide services to another.

3.4 Aggregated & De-identified Data

Cubi may use aggregated, de-identified data that cannot reasonably be used to identify any individual or institution for purposes of improving the Services, generating benchmarks, and conducting research. Such use will comply with all applicable laws and regulations.

4. Intellectual Property

The Services, including all software, models, analytics methodologies, user interfaces, documentation, and related intellectual property, are owned by Cubi and protected by applicable intellectual property laws. These Terms do not grant the Customer any rights to Cubi's intellectual property except the limited right to use the Services as described herein.

5. Service Levels & Availability

Cubi will use commercially reasonable efforts to maintain platform availability. The Services may be temporarily unavailable for scheduled maintenance, updates, or circumstances beyond our reasonable control. Specific service level commitments, if any, are set forth in the Customer's service agreement.

6. Fees & Payment

Fees for the Services are set forth in the Customer's service agreement. Unless otherwise stated, fees are invoiced monthly or annually and are due within 30 days of invoice date. Cubi reserves the right to suspend access for accounts more than 60 days past due.

7. Confidentiality

Each party agrees to protect the other's confidential information with the same degree of care it uses for its own confidential information, but in no event less than reasonable care. Confidential information includes Institution Data, pricing, technical specifications, and business strategies disclosed in connection with the Services.

8. Warranties & Disclaimers

Cubi warrants that the Services will perform materially in accordance with applicable documentation. Except as expressly stated, the Services are provided "as is" without warranties of any kind, whether express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular purpose, and non-infringement.

Cubi does not warrant that analytics outputs constitute financial, legal, or regulatory advice. Customers are responsible for their own decisions based on information provided by the Services.

9. Limitation of Liability

To the maximum extent permitted by law, Cubi's total liability for any claims arising out of or relating to these Terms or the Services shall not exceed the amounts paid by the Customer to Cubi during the twelve (12) months preceding the claim. In no event shall Cubi be liable for indirect, incidental, special, consequential, or punitive damages, regardless of the theory of liability.

10. Indemnification

The Customer agrees to indemnify and hold Cubi harmless from any claims, losses, or damages arising from (a) the Customer's use of the Services in violation of these Terms, (b) the Customer's violation of applicable law, or (c) any dispute between the Customer and its members or customers relating to data processed through the Services.

11. Term & Termination

These Terms remain in effect while you use the Services. Either party may terminate the service agreement as set forth therein. Upon termination, Cubi will delete Institution Data within 90 days unless otherwise required by law or agreed in writing. Sections 3.1, 4, 7, 8, 9, 10, and 13 survive termination.

12. Modifications

Cubi may update these Terms from time to time. If we make material changes, we will notify Customers via email or a notice on the platform at least 30 days before the changes take effect. Continued use of the Services after the effective date constitutes acceptance of the updated Terms.

13. General

• Governing Law: These Terms are governed by the laws of the State of Delaware, without regard to conflict of law principles.
• Dispute Resolution: Any disputes shall be resolved through binding arbitration administered by the American Arbitration Association, except that either party may seek injunctive relief in a court of competent jurisdiction.
• Entire Agreement: These Terms, together with the applicable service agreement and Privacy Policy, constitute the entire agreement between the parties.
• Severability: If any provision is found unenforceable, the remaining provisions continue in full force and effect.
• Assignment: The Customer may not assign these Terms without Cubi's prior written consent. Cubi may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of its assets.

14. Contact Us

If you have questions about these Terms, contact us at:
Cubi LLC
contact@heycubi.com