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Terms of service

FINSTAT.AI - TERMS OF SERVICE

END USER LICENSE AND SAAS AGREEMENT

Effective Date: July 12, 2026 Service Provider: FINSTAT INC. Website: https://www.finstat.ai

IMPORTANT NOTICE

PLEASE READ THESE TERMS CAREFULLY BEFORE USING THE FINSTAT.AI SOFTWARE AND SERVICES. BY CLICKING "SUBSCRIBE," SIGNING AN ORDER FORM, OR OTHERWISE ACCESSING OR USING THE SOFTWARE, YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE, DO NOT USE THE SOFTWARE OR SERVICES.

This Agreement governs your access to and use of FinStat.ai's artificial intelligence-powered financial accounting, chart of accounts mapping, and financial reporting software. The Software utilizes advanced machine learning technologies that require specific acknowledgments regarding data processing, accuracy limitations, professional review responsibilities, and the limitations of AI-generated accounting outputs.

CRITICAL NOTICE: FinStat Inc. is NOT a Certified Public Accountant (CPA) firm, accounting firm, or licensed accounting practitioner. The Software is a tool designed to assist users in organizing financial data and generating draft financial reports. It does NOT provide accounting services, auditing services, tax preparation services, or professional accounting opinions. All AI-generated outputs, including Chart of Accounts mappings and Financial Reports, must be reviewed by qualified professionals before being used for tax, compliance, or business decisions.

1. DEFINITIONS

For purposes of this Agreement, the following terms have the meanings set forth below:

"Access Credentials" means any security code, method, device, or technology used to authenticate an individual's identity and authorize access to the Software, Services, or API.

"Aggregated Statistics" means data and information collected or derived from monitoring and analyzing use of the Software, Services, or API, provided such data is anonymized, de-identified, and cannot be attributed to any specific Licensee.

"AI Services" means third-party artificial intelligence and machine learning services utilized by the Software, including but not limited to OpenAI, Anthropic, and xAI, as further described in Section 3.1.

"AI-Generated Output" means any categorization, classification, summary, recommendation, prediction, Chart of Accounts mapping, Financial Report, or analysis produced by AI Services in connection with the processing of Licensee Data.

"API" means the application programming interface provided by FINSTAT that allows authorized third-party applications to interoperate with the Software and Services.

"Authorized Users" means employees, contractors, or agents of Licensee who are authorized to access and use the Software under the licenses granted herein.

"Chart of Accounts (COA)" means the organized list of general ledger accounts used to categorize and track financial transactions, which Licensee creates, configures, approves, and maintains with assistance from AI-Generated Outputs.

"COA Mapping" means the process of associating financial transactions with specific general ledger accounts within the Chart of Accounts, which may be performed manually by Licensee or assisted by AI Services based on Licensee-approved rules and settings.

"Documentation" means FINSTAT's user manuals, technical documentation, training materials, and other written or electronic materials describing the Software, Services, or API.

"Document Processing" means the optical character recognition (OCR), data extraction, and AI-powered analysis of financial documents uploaded to the Software by Licensee.

"Evaluation Period" means the trial period specified in the Order Form during which Licensee may evaluate the Software before committing to a subscription.

"Financial Reports" means reports generated by the Software based on Licensee Data, COA Mappings, Transaction Categorizations, and AI-Generated Outputs, including but not limited to income statements (profit & loss), balance sheets, cash flow statements, budget reports, and custom financial analyses. Financial Reports are drafts and are not audited, reviewed, or compiled financial statements as defined by AICPA professional standards.

"FinStat IP" means the Software, Services, API, Documentation, Aggregated Statistics, and all related intellectual property rights owned or licensed by FINSTAT.

"FinStat Marks" means the trademarks, service marks, trade names, and logos of FINSTAT, including "FinStat," "FinStat.ai," "finstat.ai," and related marks.

"License Fees" means the fees specified in the Order Form for access to and use of the Software, Services, or API.

"Licensee" means the individual or entity agreeing to these Terms by executing an Order Form, clicking "subscribe," or otherwise accessing or using the Software.

"Licensee Data" means all data, information, documents, and content transmitted, uploaded, or processed by Licensee or Authorized Users through the Software, Services, or API, excluding Aggregated Statistics.

"Maintenance Release" means bug fixes, patches, error corrections, or minor updates to the Software that FINSTAT makes generally available to customers.

"New Version" means a major release of the Software containing significant new features or functionality, which FINSTAT may offer for an additional fee.

"Order Form" means the ordering document, subscription agreement, or purchase form executed by Licensee specifying License Fees, subscription term, number of Authorized Users, and other transaction-specific details.

"Professional" means a certified public accountant (CPA), enrolled agent (EA), licensed attorney, chartered accountant (CA), or other qualified tax, accounting, or financial advisor with appropriate credentials and licensure.

"Services" means the software-as-a-service (SaaS) platform provided by FINSTAT that enables cloud-based access to the Software.

"Software" means FINSTAT's proprietary artificial intelligence-powered financial accounting, transaction categorization, Chart of Accounts mapping, and financial reporting software, including all updates, enhancements, and Maintenance Releases provided during the term.

"Term" means the subscription period specified in the Order Form, including any renewal periods.

"Transaction Categorization" means the AI-assisted classification of financial transactions into accounting categories, chart of accounts entries, or tax classifications, which requires review and approval by Licensee or Authorized Users.

2. LICENSE GRANTS

2.1 Evaluation License

Subject to the terms of this Agreement, FINSTAT grants Licensee a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Software during the Evaluation Period solely for internal evaluation and testing purposes. The Evaluation License terminates automatically at the end of the Evaluation Period unless Licensee executes an Order Form for a Services License.

2.2 Services License

Subject to the terms of this Agreement and payment of applicable License Fees, FINSTAT grants Licensee a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Software and Services during the Term for Licensee's internal business purposes, limited to the number of Authorized Users specified in the Order Form.

2.3 API License

If specified in the Order Form, FINSTAT grants Licensee a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the API during the Term solely to develop applications that interoperate with the Software and Services for Licensee's internal business purposes.

2.4 Documentation License

FINSTAT grants Licensee a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Documentation during the Term solely for Licensee's internal use in connection with the Software, Services, or API.

2.5 Use Restrictions

Licensee shall not, and shall ensure that Authorized Users do not:

(a) Provide Access Credentials to any person other than Authorized Users, or permit access by more than the number of Authorized Users specified in the Order Form;

(b) Sublicense, resell, distribute, rent, lease, or otherwise transfer or provide access to the Software, Services, API, or Documentation to any third party;

(c) Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, algorithms, or underlying ideas of the Software or API, except to the extent such restriction is prohibited by applicable law;

(d) Remove, alter, or obscure any proprietary notices, labels, or marks on or within the Software, Services, API, or Documentation;

(e) Use the Software, Services, or API for competitive analysis, benchmarking against competing products, or to develop competing products or services;

(f) Modify, adapt, translate, or create derivative works of the Software, Services, API, or Documentation without FINSTAT's prior written consent;

(g) Interfere with or disrupt the integrity, performance, or security of the Software, Services, or API, or attempt to gain unauthorized access to systems or networks;

(h) Use the Software, Services, or API in any manner that violates applicable laws, regulations, or third-party rights.

2.6 Prohibited Uses - Artificial Intelligence

In addition to the restrictions in Section 2.5, Licensee shall not:

(a) Attempt to extract, reverse engineer, replicate, or recreate the AI categorization models, machine learning algorithms, or training data used in the Software;

(b) Use the Software, Services, or API to generate training data for the purpose of developing, training, or improving competing AI models, categorization systems, or machine learning services;

(c) Submit deliberately misleading, fictitious, corrupted, or adversarial data designed to probe, manipulate, confuse, or degrade the performance or behavior of AI Services;

(d) Use the Software, Services, or API to process data in furtherance of any illegal activity, including but not limited to tax fraud, money laundering, terrorist financing, securities fraud, or regulatory evasion;

(e) Exceed rate limits, make excessive API calls, or engage in any activity designed to impose unreasonable or disproportionate burdens on AI Services, infrastructure, or network resources;

(f) Use the Software, Services, or API to generate outputs intended to circumvent, manipulate, or interfere with tax authorities, auditors, or regulatory agencies;

(g) Attempt to access, extract, or download AI-Generated Outputs in bulk for purposes other than Licensee's legitimate internal business operations;

(h) Use Financial Reports, COA Mappings, or AI-Generated Outputs in a manner that misrepresents them as being prepared, audited, reviewed, or certified by a licensed CPA or accounting firm.

3. THIRD-PARTY SERVICES

3.1 Artificial Intelligence Services

The Software utilizes multiple third-party artificial intelligence and machine learning services ("AI Services") to provide transaction categorization, Chart of Accounts mapping, financial report generation, document processing, and other analytical features. AI Services may include but are not limited to:

The specific AI Service(s) utilized for any particular feature, request, or workload may vary based on optimization considerations including performance, availability, cost, accuracy, model capabilities, and service quality. FINSTAT reserves the right to add, remove, substitute, or modify AI Services at any time without prior notice to Licensee, provided such changes do not materially reduce the functionality of the Software.

Licensee acknowledges and agrees that:

(a) AI Services may process Licensee Data as necessary to provide the Software's categorization, COA mapping, financial reporting, analysis, and document processing features;

(b) Each AI Service operates under its own terms of service, privacy policy, and data processing policies, which are incorporated herein by reference;

(c) AI-Generated Outputs, including Transaction Categorizations, COA Mappings, and Financial Reports, may contain errors, inaccuracies, inconsistencies, biases, or "hallucinations" (i.e., plausible but incorrect outputs) and must be reviewed by qualified Professionals before being relied upon for accounting, tax, financial reporting, or business decisions;

(d) FINSTAT does not guarantee the accuracy, completeness, reliability, consistency, suitability, or compliance with accounting standards (GAAP, IFRS, or other frameworks) of AI-Generated Outputs for any particular purpose;

(e) The performance, availability, and capabilities of AI Services may change over time, and FINSTAT is not responsible for changes made by third-party AI providers;

(f) Licensee is solely responsible for ensuring that its use of AI-Generated Outputs complies with applicable accounting standards, tax regulations, professional standards of care, and regulatory requirements.

(g) AI Provider Security and Compliance Certifications: All AI Services integrated with the Software maintain industry-leading security and compliance certifications:

These third-party certifications provide additional assurance that AI Services handling Licensee Data maintain:

For more information about AI provider security practices and certifications, see:

3.2 Other Integrated Services

The Software and Services also integrate with the following third-party services, each governed by its respective terms and policies:

Licensee agrees to comply with all applicable third-party terms and policies in connection with its use of the Software and Services. FINSTAT is not responsible for any changes to, suspension of, or termination of third-party services by such providers.

4. INTELLECTUAL PROPERTY AND DATA OWNERSHIP

4.1 Provider Ownership

FINSTAT retains all right, title, and interest in and to:

(a) The Software, Services, API, and Documentation, including all updates, enhancements, modifications, and derivative works;

(b) All intellectual property rights therein, including patents, copyrights, trade secrets, trademarks, and proprietary algorithms;

(c) The AI categorization models, machine learning algorithms, training methodologies, and system architecture (excluding third-party AI Services);

(d) FinStat Marks and all associated goodwill;

(e) Aggregated Statistics derived from use of the Software, Services, or API.

Nothing in this Agreement transfers any ownership rights in FinStat IP to Licensee. All rights not expressly granted herein are reserved by FINSTAT.

4.2 Licensee Data Ownership

Licensee retains all right, title, and interest in and to Licensee Data. Licensee grants FINSTAT a non-exclusive, worldwide, royalty-free license to access, process, store, transmit, and use Licensee Data solely to the extent necessary to:

(a) Provide the Software, Services, and API to Licensee;

(b) Perform Document Processing, Transaction Categorization, COA Mapping, and Financial Report generation requested by Licensee;

(c) Provide customer support and technical assistance;

(d) Comply with applicable laws, regulations, or legal process;

(e) Enforce this Agreement or protect FINSTAT's rights and property.

The license granted in this Section 4.2 terminates upon expiration or termination of this Agreement, except to the extent necessary for FINSTAT to comply with legal obligations or perform obligations that survive termination.

4.3 Feedback

If Licensee provides FINSTAT with any suggestions, recommendations, feature requests, bug reports, or other feedback regarding the Software, Services, or API ("Feedback"), Licensee hereby assigns to FINSTAT all right, title, and interest in and to such Feedback, including all intellectual property rights therein. FINSTAT may use, disclose, and exploit Feedback for any purpose without compensation or attribution to Licensee.

4.4 Use of Licensee Data for AI Model Improvement

(a) Third-Party AI Training: FINSTAT does not use identifiable Licensee Data to train third-party AI models operated by OpenAI, Anthropic, or other AI Services. FINSTAT configures API integrations with AI Services to prevent third-party training on Licensee Data where such options are available from the AI provider.

(b) Internal Model Improvement: FINSTAT may use anonymized, de-identified, and aggregated transaction patterns, categorization examples, COA structures, and usage data to improve internal categorization algorithms, develop new features, enhance the accuracy of Transaction Categorization and COA Mapping, and improve Financial Report generation capabilities, provided such data cannot reasonably be traced back to Licensee or any individual.

(c) Opt-Out Option: Licensee may opt out of the anonymized data usage described in subsection (b) by contacting support@finstat.ai with a written request. Opting out may reduce the accuracy or effectiveness of Transaction Categorization, COA Mapping, and Financial Report generation for Licensee's account, as the system will have less data to learn from.

(d) Third-Party AI Provider Policies: Notwithstanding the foregoing, Licensee Data processed by third-party AI Services is subject to those providers' respective data usage and privacy policies. FINSTAT makes commercially reasonable efforts to select AI providers with policies that restrict training on customer data, but does not control or guarantee such providers' data handling practices.

4.5 Chart of Accounts Mapping

(a) User-Directed COA Design: Licensee is solely responsible for designing, configuring, approving, and maintaining the Chart of Accounts structure used in the Software. AI-Generated Outputs may suggest COA structures, account names, account types, or mapping rules, but these are recommendations only and must be reviewed and approved by Licensee or a qualified Professional before implementation.

(b) AI Mapping Assistance: The Software uses AI Services to suggest mappings between transactions and COA accounts based on Licensee-approved rules, historical patterns, and transaction characteristics. Licensee must review and approve all mapping rules and configurations before they are applied automatically to transactions.

(c) Professional Review Required: Licensee should engage a qualified CPA, chartered accountant, or professional bookkeeper to review COA structure, account classifications, and mapping rules before using them for financial reporting, tax preparation, regulatory filings, or material business decisions.

(d) Industry-Specific Considerations: COA structures vary significantly by industry, business type, regulatory requirements, and accounting framework (GAAP, IFRS, tax basis, cash basis, accrual basis). AI-Generated COA suggestions are based on general accounting principles and may not be appropriate for Licensee's specific circumstances. Licensee is responsible for ensuring COA suitability for its business.

(e) No Liability for COA Errors: FINSTAT IS NOT LIABLE FOR ERRORS, INACCURACIES, OR INAPPROPRIATENESS IN COA DESIGN, STRUCTURE, MAPPING, OR APPLICATION, EVEN IF AI-GENERATED OUTPUTS SUGGESTED SUCH STRUCTURE. Licensee assumes all risk for COA accuracy, completeness, and suitability for its intended purposes.

4.6 Financial Report Generation

(a) User-Directed Reports: The Software generates Financial Reports at Licensee's direction based on Licensee Data, COA Mappings, Transaction Categorizations, and user-configured settings. All Financial Reports are created pursuant to Licensee's instructions, approved COA structure, and system configurations.

(b) Draft Reports Only - Not AICPA-Compliant: Financial Reports generated by the Software are DRAFTS and are NOT audited, reviewed, or compiled financial statements as defined by American Institute of CPAs (AICPA) Statements on Standards for Accounting and Review Services (SSARS). Financial Reports are not prepared by or under the supervision of a licensed CPA or accounting firm.

(c) No GAAP, IFRS, or Tax Basis Certification: FINSTAT does not certify, warrant, or guarantee that Financial Reports comply with Generally Accepted Accounting Principles (GAAP), International Financial Reporting Standards (IFRS), tax basis accounting, cash basis accounting, accrual accounting, or any other accounting framework or standard. Compliance with accounting standards is Licensee's responsibility.

(d) Professional Review Required Before Use: Licensee MUST engage a qualified CPA, chartered accountant, or licensed professional to review Financial Reports before using them for:

(e) Accuracy Dependent on Underlying Data: Financial Reports are only as accurate as:

FINSTAT does not verify, audit, validate, or guarantee the accuracy, completeness, or appropriateness of underlying data used to generate Financial Reports.

(f) Known Limitations and Error Sources: Licensee acknowledges that Financial Reports may contain errors, omissions, misstatements, or inaccuracies due to:

(g) No Reliance Without Professional Review: LICENSEE ASSUMES ALL RISK FOR RELIANCE ON FINANCIAL REPORTS WITHOUT PROFESSIONAL REVIEW BY A QUALIFIED CPA OR ACCOUNTANT. Licensee acknowledges that decisions made based on unreviewed Financial Reports may result in financial losses, tax penalties, audit failures, lender disputes, investor claims, regulatory violations, or other adverse consequences.

(h) Watermarking and Draft Notices: Financial Reports generated by the Software may include watermarks, disclaimers, or notices indicating that reports are:

Licensee shall not remove such notices when sharing reports with third parties.

(i) No Liability for Report Errors or Third-Party Reliance: FINSTAT IS NOT LIABLE FOR ANY LOSSES, DAMAGES, TAX PENALTIES, AUDIT FAILURES, LENDER DISPUTES, INVESTOR CLAIMS, REGULATORY VIOLATIONS, PROFESSIONAL MALPRACTICE CLAIMS, OR OTHER ISSUES ARISING FROM:

Even if such errors were caused by AI-Generated Outputs, software bugs, or other failures of the Software.

5. SECURITY AND DATA PROTECTION

5.1 Security Measures

FINSTAT maintains commercially reasonable administrative, physical, and technical safeguards designed to protect Licensee Data, in line with industry practices and FINSTAT's Privacy Policy, including:

(a) Licensee Data processed using infrastructure and service providers that maintain SOC 2 Type 2 compliance (including, where applicable, our cloud, payment, and file-handling vendors);

(b) Firewall protection and network security controls;

(c) Payment transactions and financial data uploaded through the Software, Services, or API are encrypted and transferred via a secure file transfer system; the Services are served over TLS using a certificate issued by a publicly trusted Certificate Authority;

(d) Encryption at rest using AES-256 encryption for stored data;

(e) Access controls and authentication mechanisms to prevent unauthorized access;

(f) Multi-factor authentication (MFA) available for user accounts;

(g) Regular security assessments, vulnerability scans, and monitoring.

5.2 Privacy Policy

FINSTAT's collection, use, and disclosure of personal information is governed by its Privacy Policy, available at https://www.finstat.ai/privacy. Licensee agrees to review the Privacy Policy and ensure that Licensee's use of the Software complies with applicable privacy laws.

5.3 Licensee Responsibilities

Licensee is responsible for:

(a) Maintaining the confidentiality and security of Access Credentials;

(b) All activities that occur under Licensee's account or Access Credentials;

(c) Ensuring that Authorized Users comply with this Agreement;

(d) Obtaining all necessary consents, permissions, and authorizations to upload Licensee Data to the Software;

(e) Complying with applicable data protection, privacy, and financial regulations;

(f) Ensuring accuracy and completeness of Licensee Data uploaded to the Software.

5.4 Security Incidents

FINSTAT will notify Licensee within seventy-two (72) hours of becoming aware of any confirmed unauthorized access to, or disclosure of, Licensee Data resulting from a breach of FINSTAT's security measures ("Security Incident"). FINSTAT will cooperate with Licensee's reasonable investigation of Security Incidents and take commercially reasonable steps to remediate the cause.

5.5 Data Subject Rights and Privacy Laws

(a) GDPR Compliance: For Licensees and Authorized Users located in the European Economic Area (EEA), United Kingdom, or Switzerland, FINSTAT acts as a data processor (as defined under the General Data Protection Regulation, "GDPR") and Licensee acts as the data controller. Licensee is responsible for:

For Licensees subject to GDPR, a Data Processing Addendum (DPA) containing Standard Contractual Clauses (SCCs) and additional GDPR-required terms is available upon request by contacting privacy@finstat.ai. Once executed, the DPA is incorporated into this Agreement by reference.

(b) CCPA Compliance: For California residents, FINSTAT complies with the California Consumer Privacy Act (CCPA) and California Privacy Rights Act (CPRA). See the Privacy Policy for details on data collection, use, sharing, and consumer rights including access, deletion, and opt-out rights.

(c) Data Deletion: Upon written request from Licensee, FINSTAT will delete Licensee Data within thirty (30) days, except to the extent FINSTAT is required to retain such data under applicable law, regulation, or legal hold. Data deletion is irreversible.

(d) Sub-Processors: Licensee consents to FINSTAT's use of sub-processors, including AI Services listed in Section 3.1 and other third-party service providers, for processing Licensee Data, provided such sub-processors maintain data protection standards substantially similar to those required under GDPR. A current list of sub-processors is available at https://www.finstat.ai/subprocessors.

6. AGGREGATED STATISTICS

FINSTAT may monitor, collect, and analyze usage data, performance metrics, COA structures (anonymized), transaction patterns (de-identified), and other information related to Licensee's use of the Software, Services, and API. FINSTAT may create Aggregated Statistics from such data, provided such statistics are anonymized, de-identified, and cannot be attributed to Licensee.

All right, title, and interest in and to Aggregated Statistics, including all intellectual property rights, are exclusively owned by FINSTAT. FINSTAT may use Aggregated Statistics for any purpose, including product improvement, benchmarking, marketing, research, and publication, without compensation or attribution to Licensee.

7. SUPPORT AND MAINTENANCE

7.1 Support Channels

FINSTAT provides technical support and customer assistance to Licensee through electronic channels, including email (support@finstat.ai), online help portal, and web-based chat. FINSTAT does not provide telephone or in-person support unless separately agreed in writing.

Important: Customer support cannot and will not provide accounting advice, tax advice, or guidance on Chart of Accounts design, accounting standards compliance, or financial reporting matters. For such questions, Licensee should consult a qualified CPA or accountant.

7.2 Maintenance Releases

FINSTAT will make Maintenance Releases available to Licensee from time to time at no additional charge. Maintenance Releases may be automatically deployed to the Services without prior notice. FINSTAT is not obligated to provide Maintenance Releases for any specific issue, error, or feature request.

7.3 New Versions

Licensee has no right to receive New Versions. FINSTAT may offer New Versions for an additional fee or as part of a subscription upgrade.

7.4 Limitations

FINSTAT is not obligated to provide support or Maintenance Releases for:

(a) Problems caused by Licensee's modifications to the Software, Services, or API;

(b) Issues resulting from third-party software, hardware, or network problems;

(c) Errors arising from Licensee's failure to follow Documentation or use the Software as intended;

(d) Issues caused by AI Services or other third-party services outside FINSTAT's control;

(e) Problems resulting from Licensee's violation of this Agreement or unauthorized use;

(f) Inaccuracies in Financial Reports, COA Mappings, or Transaction Categorizations caused by incomplete or inaccurate Licensee Data;

(g) Issues arising from Licensee's misunderstanding or misapplication of accounting principles, tax rules, or financial reporting standards.

8. FEES AND PAYMENTS

8.1 Fees

(a) Usage-Based Fees (standard self-serve subscriptions). Unless an Order Form provides otherwise, use of the Software is billed on actual usage. Each account receives a one-time complimentary grant of 1,000,000 billable tokens at no charge. Once the complimentary grant is exhausted, continued use requires a paid subscription, billed at thirty U.S. Dollars ($30.00) per 1,000,000 billable tokens of actual usage. Licensee never pays in advance: each time accrued, unbilled usage reaches $30.00, FINSTAT's payment processor (Stripe) charges Licensee's payment method on file for the usage already incurred, and any remaining unbilled balance of less than $30.00 is charged at the end of the then-current monthly billing cycle or upon cancellation, whichever occurs first. Current usage rates are displayed at checkout and in the account console; token consumption is metered per operation and visible in the account console.

(b) Order Form Fees. If Licensee and FINSTAT execute an Order Form, Licensee shall pay the License Fees specified in the Order Form in accordance with the payment terms stated therein.

(c) All fees are in U.S. Dollars unless otherwise specified.

8.2 Non-Refundable

All fees — including usage-based fees for usage already incurred — are non-refundable, except as expressly provided in Section 8.4 (Limited Refund) or as required by applicable law.

8.3 Fee Adjustments

FINSTAT may adjust License Fees with ninety (90) days' advance written notice to Licensee, provided that fee increases do not exceed:

(a) Ten percent (10%) per twelve (12) month period for existing features and service tiers; or

(b) Reasonable market rates for materially new features, products, or service tiers.

Upon receipt of notice of a fee increase, Licensee may elect to terminate this Agreement by providing written notice to FINSTAT within thirty (30) days of receiving the fee increase notice. In the event of such termination, FINSTAT will provide a pro-rata refund of any prepaid License Fees for the period following the effective date of termination.

If Licensee does not provide timely termination notice, Licensee will be deemed to have accepted the new fees, which will apply upon the next renewal or billing cycle.

8.4 Limited Refund

If Licensee experiences a software problem that FINSTAT is unable to resolve within thirty (30) days after Licensee's written report of the issue, and such problem materially prevents Licensee from using the Software, Licensee may terminate this Agreement and receive a pro-rata refund of prepaid License Fees for the affected period.

This refund right does not apply to:

8.5 Taxes

License Fees do not include any sales, use, value-added, or other taxes or government charges. Licensee is responsible for all applicable taxes, except taxes based on FINSTAT's net income.

8.6 Late Payment

If Licensee fails to pay License Fees when due, FINSTAT may:

(a) Suspend access to the Software, Services, and API until payment is received;

(b) Charge interest on overdue amounts at the rate of one and one-half percent (1.5%) per month or the maximum rate permitted by law, whichever is lower;

(c) Terminate this Agreement in accordance with Section 9.3.

9. TERM AND TERMINATION

9.1 Term

This Agreement begins on the Effective Date specified in the Order Form or, if no Order Form is executed, on the date Licensee first accesses or uses the Software. The initial Term is specified in the Order Form and will automatically renew for successive renewal periods of the same duration unless either party provides written notice of non-renewal at least thirty (30) days before the end of the then-current Term.

9.2 Termination for Convenience

Either party may terminate this Agreement for convenience by providing thirty (30) days' advance written notice to the other party. Termination for convenience does not entitle Licensee to a refund of prepaid License Fees except as provided in Section 8.3.

9.3 Termination for Cause

Either party may terminate this Agreement immediately upon written notice if:

(a) The other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receiving written notice specifying the breach; or

(b) The other party becomes insolvent, makes an assignment for the benefit of creditors, files or has filed against it a petition in bankruptcy or similar proceeding, or ceases to do business.

FINSTAT may immediately suspend or terminate Licensee's access to the Software, Services, and API without prior notice if:

(c) Licensee's use poses a security risk, creates liability for FINSTAT, or violates applicable law; or

(d) Licensee engages in prohibited uses under Section 2.5 or 2.6.

9.4 Effect of Termination

Upon termination or expiration of this Agreement:

(a) All licenses granted herein immediately terminate;

(b) Licensee shall cease all use of the Software, Services, API, and Documentation;

(c) Licensee shall delete or destroy all copies of Access Credentials and confidential information of FINSTAT;

(d) Licensee should immediately export all Licensee Data using the Software's export functions (see Section 14.3);

(e) FINSTAT will retain Licensee Data for thirty (30) days after termination to allow data export, subject to Section 14.1(b);

(f) After thirty (30) days (or earlier upon Licensee's deletion request), FINSTAT may delete Licensee Data in accordance with its data retention policies, except to the extent required to be retained by applicable law;

(g) All obligations to pay accrued fees and charges remain in effect;

(h) Sections 4 (IP Ownership), 6 (Aggregated Statistics), 10 (Confidentiality), 11 (Representations and Warranties), 15 (Warranty Disclaimer), 17 (Indemnification), 18 (Limitation of Liability), 20 (Professional Advice Disclaimer), and 23 (General Provisions) survive termination.

10. CONFIDENTIALITY

10.1 Definition

"Confidential Information" means non-public information disclosed by one party ("Disclosing Party") to the other party ("Receiving Party") that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure. Confidential Information includes:

10.2 Obligations

Receiving Party shall:

(a) Protect Confidential Information using the same degree of care it uses to protect its own confidential information, but no less than reasonable care;

(b) Not disclose Confidential Information to third parties except to employees, contractors, or advisors who have a legitimate need to know and are bound by confidentiality obligations at least as protective as those herein;

(c) Not use Confidential Information except as necessary to perform its obligations or exercise its rights under this Agreement.

10.3 Exclusions

Confidential Information does not include information that:

(a) Is or becomes publicly available through no breach by Receiving Party;

(b) Was rightfully in Receiving Party's possession before disclosure;

(c) Is independently developed by Receiving Party without use of Confidential Information;

(d) Is rightfully received by Receiving Party from a third party without breach of confidentiality obligations.

10.4 Compelled Disclosure

If Receiving Party is compelled by law, regulation, court order, or government agency to disclose Confidential Information, Receiving Party shall:

(a) Provide Disclosing Party with prompt written notice (unless prohibited by law);

(b) Cooperate with Disclosing Party's efforts to seek a protective order or other appropriate remedy;

(c) Disclose only the minimum amount of Confidential Information required.

11. REPRESENTATIONS AND WARRANTIES

11.1 Mutual Representations

Each party represents and warrants that:

(a) It has the legal power and authority to enter into this Agreement;

(b) This Agreement constitutes a legal, valid, and binding obligation enforceable against it;

(c) Its execution and performance of this Agreement does not violate any other agreement or obligation to which it is subject.

11.2 Licensee Representations

Licensee represents and warrants that:

(a) Licensee has obtained all necessary rights, consents, and permissions to upload Licensee Data to the Software and permit FINSTAT to process such data as contemplated herein;

(b) Licensee Data does not infringe or misappropriate any third-party intellectual property rights or violate any applicable law;

(c) Licensee will comply with all applicable laws, regulations, and professional standards in its use of the Software, AI-Generated Outputs, COA Mappings, and Financial Reports;

(d) Licensee will not use the Software, Services, or API for any illegal or unauthorized purpose;

(e) Licensee understands that FINSTAT is not a CPA firm, accounting firm, or licensed professional, and that the Software is a tool, not a substitute for professional accounting services;

(f) Licensee will engage qualified Professionals to review COA structures, Financial Reports, and AI-Generated Outputs before using them for material purposes (tax, compliance, lender/investor presentations, etc.).

11.3 Provider Representation

FINSTAT represents and warrants that it will provide the Software and Services in a professional and workmanlike manner consistent with industry standards.

12. ACCEPTABLE USE POLICY

Licensee agrees not to use the Software, Services, or API:

(a) To transmit any content that is unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, libelous, or otherwise objectionable;

(b) To impersonate any person or entity or falsely state or misrepresent affiliation with any person or entity;

(c) To upload or transmit viruses, malware, ransomware, or other malicious code;

(d) To interfere with or disrupt the integrity, performance, or security of the Software, Services, API, or networks;

(e) To gain unauthorized access to the Software, Services, API, or related systems or networks;

(f) To collect or harvest personal information of other users without consent;

(g) In violation of any applicable law, regulation, or third-party right;

(h) To generate Financial Reports or AI-Generated Outputs for the purpose of defrauding lenders, investors, tax authorities, or other third parties;

(i) To misrepresent Financial Reports as being audited, reviewed, compiled, or certified by a CPA when they are not.

FINSTAT reserves the right to investigate and take appropriate action against Licensee for violations of this Acceptable Use Policy, including suspension or termination of access.

13. SERVICE LEVELS

13.1 Uptime Target

FINSTAT will use commercially reasonable efforts to maintain availability of the Services at a rate of ninety-nine and one-half percent (99.5%) uptime per calendar month ("Uptime Target").

13.2 Scheduled Maintenance

The Uptime Target excludes Scheduled Maintenance, which FINSTAT will endeavor to perform during off-peak hours (10:00 PM to 2:00 AM Mountain Standard Time). FINSTAT will provide reasonable advance notice of Scheduled Maintenance when practicable.

13.3 Service Level Credits

If FINSTAT fails to meet the Uptime Target in any calendar month, Licensee may request a service level credit ("SL Credit") according to the following schedule:

Monthly Uptime Achieved SL Credit
99.5% - 99.0% 2% of monthly License Fees
98.9% - 98.0% 5% of monthly License Fees
97.9% - 95.0% 10% of monthly License Fees
Below 95.0% 25% of monthly License Fees + right to terminate per Section 13.5

Limitations:

13.4 Exclusions

The Uptime Target and SL Credits do not apply to downtime caused by:

(a) Force majeure events (see Section 21);

(b) Failure of third-party services, including AI Services, cloud infrastructure, or internet connectivity, outside FINSTAT's reasonable control;

(c) Scheduled Maintenance performed in accordance with Section 13.2;

(d) Actions or omissions of Licensee or Authorized Users, including misuse or violation of this Agreement;

(e) Denial of service attacks, hacking, or other malicious activities targeting the Software or Services.

13.5 Critical Outages

If the Software is completely unavailable (i.e., zero functionality accessible) for more than twenty-four (24) continuous hours, excluding Scheduled Maintenance and force majeure events, Licensee may terminate this Agreement immediately upon written notice and receive a pro-rata refund of prepaid License Fees for the period following termination.

14. DATA BACKUP, STORAGE, AND RETENTION

14.1 Data Storage and Retention

(a) User-Directed Storage: FINSTAT stores Licensee Data securely on SOC 2 Type 2 certified infrastructure (VULTR) with industry-standard TLS encryption in transit for the duration of the subscription term. FINSTAT will continue to store Licensee Data after termination until Licensee requests deletion, subject to subsection (b) below.

(b) Maximum Retention Period: Notwithstanding subsection (a), FINSTAT may delete Licensee Data seven (7) years after account closure to comply with legal retention requirements and manage storage capacity. Licensee will receive written notice ninety (90) days before such deletion with an opportunity to export data.

(c) Security During Storage: All stored Licensee Data is:

(d) User Deletion Rights: Licensee may request deletion of Licensee Data at any time by contacting privacy@finstat.ai. FINSTAT will delete data within thirty (30) days, except where retention is required by law (e.g., tax records, legal holds, regulatory requirements). Data deletion is irreversible.

(e) Data Export Before Deletion: Licensee should export all Licensee Data, Financial Reports, COA structures, and Transaction Categorizations before requesting deletion, as deletion cannot be undone. FINSTAT provides data export functions accessible through the Software (CSV, JSON, PDF formats).

14.2 Provider Backup

FINSTAT maintains regular backups of data stored on the Services for disaster recovery and business continuity purposes. However, these backups are maintained for FINSTAT's internal system restoration purposes only and do not constitute a backup service provided for Licensee's benefit.

14.3 Licensee Responsibility

Licensee is solely responsible for:

(a) Maintaining independent backups of all Licensee Data, uploaded documents, Financial Reports, COA configurations, and source files;

(b) Exporting transaction data, categorizations, Financial Reports, and COA structures from the Software on a regular basis;

(c) Retaining copies of all financial records, tax documents, and supporting documentation required under applicable law, professional standards, or regulatory requirements;

(d) Ensuring accuracy and completeness of Licensee Data before uploading to the Software.

FINSTAT IS NOT A RECORDS RETENTION SERVICE. Licensee should not rely on the Software as the sole repository for financial records or documents required for compliance, audit, tax, or legal purposes.

14.4 Limitation of Liability

Except where data loss, corruption, or unavailability is caused by FINSTAT's gross negligence or willful misconduct in maintaining or operating backup systems or security infrastructure, FINSTAT assumes no responsibility or liability for any loss, alteration, destruction, damage, corruption, or inability to recover Licensee Data.

15. WARRANTY DISCLAIMER

15.1 General Disclaimer

EXCEPT AS EXPRESSLY PROVIDED IN SECTION 11.3, THE SOFTWARE, SERVICES, API, AND DOCUMENTATION ARE PROVIDED "AS IS" WITH ALL FAULTS. FINSTAT DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO:

(a) WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT;

(b) WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE;

(c) WARRANTIES THAT THE SOFTWARE, SERVICES, OR API WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, ACCURATE, OR FREE FROM HARMFUL COMPONENTS;

(d) WARRANTIES REGARDING THE COMPATIBILITY, INTEROPERABILITY, OR INTEGRATION OF THE SOFTWARE WITH LICENSEE'S SYSTEMS OR THIRD-PARTY APPLICATIONS;

(e) WARRANTIES REGARDING COMPLIANCE WITH ACCOUNTING STANDARDS (GAAP, IFRS), TAX LAWS, OR REGULATORY REQUIREMENTS.

FINSTAT DOES NOT WARRANT THAT THE SOFTWARE WILL MEET LICENSEE'S REQUIREMENTS OR THAT DEFECTS WILL BE CORRECTED.

15.2 AI-Generated Content Disclaimer

ARTIFICIAL INTELLIGENCE LIMITATIONS AND ACKNOWLEDGMENTS

The Software utilizes artificial intelligence and machine learning technologies to analyze, categorize, map to Chart of Accounts, and generate Financial Reports based on financial data. Licensee expressly acknowledges and agrees that:

(a) Prediction-Based Technology: AI-Generated Outputs are probabilistic predictions, not deterministic results. AI models may produce errors, inaccuracies, inconsistencies, biases, or "hallucinations" (i.e., outputs that appear plausible but are factually incorrect or unsupported by the input data).

(b) Suggestions Only - Not Professional Opinions: Transaction Categorizations, COA Mappings, account structure suggestions, and Financial Reports are suggestions and recommendations only. They do not constitute professional accounting opinions, audited financial statements, tax advice, or certified reports. Licensee must review and approve all AI-Generated Outputs before relying on them for any purpose.

(c) Professional Review Required: Licensee is solely responsible for verifying the accuracy, completeness, appropriateness, and compliance of all AI-Generated Outputs before using them for:

Licensee should engage qualified Professionals (CPAs, chartered accountants, enrolled agents, or licensed accountants) to review AI-Generated Outputs before making decisions with legal, financial, tax, or regulatory consequences.

(d) No Liability for AI Errors: FINSTAT DISCLAIMS ALL LIABILITY FOR:

(e) Model Limitations: AI models may:

(f) Chart of Accounts Limitations: AI-Generated COA structures and mapping suggestions are based on general accounting principles and may not be appropriate for Licensee's specific:

Licensee must verify COA suitability with a qualified Professional before use.

(g) Financial Report Limitations: Financial Reports generated by the Software:

(h) Third-Party AI Services: FINSTAT relies on third-party AI Services (OpenAI, Anthropic, etc.) that are subject to change, limitations, outages, and model updates outside FINSTAT's control. Changes to AI Services may affect the accuracy, consistency, or availability of AI-Generated Outputs.

CRITICAL WARNING: THE SOFTWARE IS A TOOL TO ASSIST ACCOUNTING PROFESSIONALS AND BUSINESSES. IT DOES NOT REPLACE PROFESSIONAL JUDGMENT, EXPERTISE, OR REVIEW. AUTOMATED CATEGORIZATIONS, COA MAPPINGS, AND FINANCIAL REPORTS MUST BE VERIFIED BY QUALIFIED INDIVIDUALS BEFORE BEING USED FOR ACCOUNTING, TAX, FINANCIAL REPORTING, OR BUSINESS PURPOSES.

Licensee assumes all risk associated with reliance on AI-Generated Outputs.

16. INTELLECTUAL PROPERTY INDEMNIFICATION

16.1 FINSTAT Indemnification

FINSTAT will defend, indemnify, and hold harmless Licensee from and against any third-party claim, suit, or proceeding alleging that Licensee's use of the Software, Services, or API in accordance with this Agreement infringes or misappropriates such third party's intellectual property rights, and will pay any final judgment or settlement amounts arising therefrom.

16.2 Exclusions

FINSTAT has no indemnification obligation for claims arising from:

(a) Licensee's modification of the Software, Services, or API;

(b) Licensee's combination of the Software with third-party products, services, or data not provided or authorized by FINSTAT;

(c) Licensee's continued use of the Software after being notified of allegedly infringing activity and provided with a non-infringing alternative;

(d) Licensee Data or content uploaded by Licensee;

(e) Third-party AI Services or other integrated services listed in Section 3.

16.3 Remedies

If the Software, Services, or API become, or in FINSTAT's opinion are likely to become, the subject of an infringement claim, FINSTAT may, at its option:

(a) Procure for Licensee the right to continue using the Software, Services, or API;

(b) Replace or modify the Software, Services, or API to make them non-infringing without materially reducing functionality;

(c) If neither (a) nor (b) is commercially reasonable, terminate this Agreement and refund prepaid License Fees on a pro-rata basis for the period following termination.

16.4 Indemnification Procedure

FINSTAT's indemnification obligations under this Section 16 are conditioned on Licensee:

(a) Promptly notifying FINSTAT in writing of the claim;

(b) Granting FINSTAT sole control of the defense and settlement of the claim;

(c) Cooperating with FINSTAT in the defense and providing reasonable assistance at FINSTAT's expense.

THIS SECTION 16 STATES FINSTAT'S ENTIRE LIABILITY AND LICENSEE'S EXCLUSIVE REMEDY FOR INTELLECTUAL PROPERTY INFRINGEMENT CLAIMS.

17. LICENSEE INDEMNIFICATION

Licensee will defend, indemnify, and hold harmless FINSTAT, its affiliates, and their respective officers, directors, employees, and agents from and against any third-party claims, suits, proceedings, losses, damages, costs, and expenses (including reasonable attorneys' fees) arising from or relating to:

(a) Licensee Data or any content uploaded, transmitted, or processed by Licensee through the Software, Services, or API;

(b) Licensee's violation of this Agreement, including prohibited uses under Sections 2.5 or 2.6;

(c) Licensee's violation of applicable laws, regulations, accounting standards, professional standards, or third-party rights;

(d) Licensee's unauthorized use of the Software, Services, API, or Access Credentials;

(e) Licensee's reliance on AI-Generated Outputs, COA Mappings, or Financial Reports without proper Professional review;

(f) Claims by Licensee's customers, clients, employees, lenders, investors, regulators, auditors, tax authorities, or other third parties relating to Licensee's use of the Software, AI-Generated Outputs, COA Mappings, or Financial Reports;

(g) Licensee's modification of the Software or combination of the Software with third-party products or services not authorized by FINSTAT;

(h) Licensee's misrepresentation of Financial Reports as being audited, reviewed, compiled, or certified by a CPA when they were generated by the Software;

(i) Claims that would constitute professional malpractice if Licensee were a CPA or accounting firm (e.g., negligent preparation of financial statements, failure to detect errors, failure to apply appropriate accounting standards).

FINSTAT will provide Licensee with prompt written notice of any claim subject to indemnification and reasonable cooperation in the defense thereof, at Licensee's expense. Licensee shall have sole control of the defense and settlement of such claims, provided that Licensee shall not settle any claim in a manner that imposes liability or obligations on FINSTAT without FINSTAT's prior written consent.

18. LIMITATION OF LIABILITY

18.1 Exclusion of Consequential Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO:

(a) LOSS OF PROFITS, REVENUE, BUSINESS OPPORTUNITIES, OR GOODWILL;

(b) COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES;

(c) BUSINESS INTERRUPTION OR DOWNTIME;

(d) LOSS, CORRUPTION, OR UNAVAILABILITY OF DATA OR INFORMATION;

(e) TAX PENALTIES, AUDIT COSTS, OR REGULATORY FINES;

(f) DAMAGE TO REPUTATION OR CUSTOMER RELATIONSHIPS;

WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, WARRANTY, OR ANY OTHER LEGAL THEORY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

18.2 Cap on Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, FINSTAT'S TOTAL CUMULATIVE LIABILITY TO LICENSEE FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, WARRANTY, OR ANY OTHER LEGAL THEORY, SHALL NOT EXCEED THE GREATER OF:

(a) THE TOTAL LICENSE FEES PAID BY LICENSEE TO FINSTAT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY; OR

(b) ONE THOUSAND DOLLARS ($1,000).

18.3 Exclusions from Limitation

Notwithstanding Sections 18.1 and 18.2, the limitations of liability set forth therein DO NOT APPLY to:

(a) Gross Negligence or Willful Misconduct: Claims arising from FINSTAT's gross negligence, willful misconduct, fraud, or intentional acts;

(b) Data Privacy Violations: Claims arising from violations of data protection or privacy laws (including GDPR, CCPA, or similar regulations) resulting from FINSTAT's breach of its obligations under Section 5 (Security and Data Protection);

(c) Unauthorized Disclosure: Claims arising from unauthorized access to or disclosure of Licensee Data caused by FINSTAT's failure to maintain reasonable security measures as required in Section 5.1;

(d) Indemnification Obligations: Claims subject to indemnification under Section 16 (Intellectual Property Indemnification) where FINSTAT is the indemnifying party.

Clarification: The exclusions in this Section 18.3 DO NOT apply to:

18.4 Essential Purpose

The parties acknowledge and agree that the limitations of liability in this Section 18 are reasonable allocations of risk and are essential elements of the basis of the bargain between the parties. License Fees are set in reliance upon these limitations. These limitations shall apply even if any limited remedy provided herein fails of its essential purpose.

18.5 Specific Disclaimers of Liability

In addition to the general limitations in Sections 18.1 and 18.2, FINSTAT IS NOT LIABLE FOR:

(a) Tax Consequences: Tax penalties, interest, assessments, audit adjustments, disallowed deductions, amended returns, or other tax liabilities arising from Licensee's use of AI-Generated Outputs, COA Mappings, Transaction Categorizations, or Financial Reports.

(b) Third-Party Reliance: Claims, losses, damages, disputes, or litigation arising from third parties' (including lenders, investors, regulators, auditors, tax authorities, business partners, shareholders, or other stakeholders) reliance on Financial Reports, COA structures, Transaction Categorizations, or other outputs generated by the Software.

(c) Accounting Errors: Misstatements, omissions, inaccuracies, or non-compliance with accounting standards (GAAP, IFRS, tax basis, etc.) in Financial Reports, COA Mappings, or Transaction Categorizations, regardless of whether such errors were caused by AI-Generated Outputs, software bugs, incomplete Licensee Data, or user configuration errors.

(d) Professional Malpractice: Claims that would constitute professional malpractice if asserted against a CPA, accounting firm, or licensed professional, including but not limited to:

(e) Business Decisions: Financial losses, missed opportunities, failed ventures, business closures, bankruptcy, or other adverse consequences arising from Licensee's reliance on AI-Generated Outputs, Financial Reports, or COA Mappings for material business decisions (acquisitions, divestitures, financing, product launches, hiring, expansion, contraction, etc.).

(f) Regulatory and Compliance Violations: Violations of SEC regulations, SOX compliance, securities laws, banking regulations, industry-specific regulations, or other regulatory requirements arising from use of Financial Reports or AI-Generated Outputs.

(g) Lender and Investor Claims: Loan defaults, debt acceleration, breach of covenants, securities fraud claims, investor lawsuits, or other lender/investor disputes arising from Financial Reports or data generated by the Software.

These disclaimers apply in addition to, and not in limitation of, the general limitations set forth in Sections 18.1 and 18.2.

19. COMPLIANCE WITH LAWS

19.1 General Compliance

Each party shall comply with all applicable federal, state, local, and international laws, regulations, and ordinances in its performance under this Agreement.

19.2 Export Control

The Software may be subject to export control laws and regulations of the United States and other jurisdictions. Licensee shall not export, re-export, or transfer the Software, Services, or API, directly or indirectly, in violation of such laws and regulations.

19.3 Anti-Corruption

Each party represents that it has not and will not, directly or indirectly, offer, promise, give, or authorize any payment or benefit to any government official, political party, or other person in violation of any anti-corruption law, including the U.S. Foreign Corrupt Practices Act (FCPA) and the U.K. Bribery Act 2010.

20. PROFESSIONAL ADVICE DISCLAIMER

CRITICAL: THE SOFTWARE IS A TOOL, NOT A SUBSTITUTE FOR PROFESSIONAL SERVICES

FinStat Inc. is NOT a Certified Public Accountant (CPA) firm, accounting firm, chartered accounting firm, licensed accounting practitioner, or professional services firm. The Software is a technology tool designed to assist users in organizing financial data, categorizing transactions, mapping to Chart of Accounts, and generating draft financial reports. The Software does NOT provide, and should not be construed as providing:

(a) Accounting Services: The Software does not prepare, compile, review, or audit financial statements as defined by American Institute of CPAs (AICPA) Statements on Standards for Accounting and Review Services (SSARS) or other professional accounting standards. Financial Reports generated by the Software are drafts created at Licensee's direction based on Licensee Data and AI-Generated Outputs. They are not certified, verified, audited, reviewed, or compiled by a licensed CPA or accounting firm.

FINSTAT does not:

(b) Tax Preparation or Tax Advice: The Software does not prepare tax returns, provide tax planning advice, or offer opinions on tax treatment of transactions. Licensee must engage a qualified CPA, enrolled agent (EA), or licensed tax professional for:

(c) Financial Statement Opinions or Certifications: The Software does not provide opinions on the fairness, accuracy, completeness, or GAAP/IFRS compliance of financial statements. Such opinions can only be provided by a licensed CPA through an audit or review engagement conducted in accordance with professional standards.

(d) GAAP, IFRS, or Accounting Framework Compliance: The Software does not guarantee that Financial Reports, COA structures, or Transaction Categorizations comply with:

Licensee is responsible for ensuring compliance with applicable accounting standards and frameworks.

(e) Legal, Regulatory, or Compliance Advice: The Software does not provide legal advice or guidance on compliance with laws, regulations, securities requirements, or industry standards (e.g., Sarbanes-Oxley, SEC rules, banking regulations). Licensee should consult a qualified attorney for legal matters and regulatory compliance advice.

(f) Investment, Financial Planning, or Advisory Services: The Software does not provide investment advice, financial planning recommendations, securities analysis, or portfolio management services. Licensee should consult a licensed financial advisor, investment professional, or registered investment advisor for such services.

CRITICAL WARNING FOR LICENSEE:

AI-generated Chart of Accounts mappings, Transaction Categorizations, and Financial Reports are tools to assist accounting professionals and business owners in organizing and analyzing financial data. They are NOT a substitute for:

LICENSEE MUST ENGAGE A QUALIFIED PROFESSIONAL TO:

✅ Design and approve Chart of Accounts structure for Licensee's specific business type, industry, regulatory environment, and accounting framework

✅ Review Transaction Categorizations and COA Mappings to ensure accuracy and appropriateness before using for financial statements or tax returns

✅ Review Financial Reports before use for:

✅ Ensure compliance with accounting standards (GAAP, IFRS, or other applicable frameworks)

✅ Prepare or review tax returns and ensure tax compliance

✅ Provide accounting opinions, certifications, or assurance services where required

FINSTAT IS NOT RESPONSIBLE FOR:

❌ Financial losses, tax penalties, audit failures, disallowed deductions, or legal issues arising from Licensee's reliance on AI-Generated Outputs, COA Mappings, or Financial Reports without proper professional review

❌ Decisions made by lenders, investors, regulators, auditors, tax authorities, or other third parties based on Financial Reports or data generated by the Software

❌ Errors or omissions in Financial Reports, COA Mappings, or Transaction Categorizations, even if caused by AI Services or software bugs

❌ Non-compliance with accounting standards, tax laws, or regulatory requirements resulting from use of the Software

❌ Professional malpractice claims that would apply to a CPA or accounting firm (FINSTAT is not a professional services firm)

NO PROFESSIONAL RELATIONSHIP CREATED:

No accountant-client, CPA-client, attorney-client, fiduciary, or professional services relationship is created between Licensee and FINSTAT through use of the Software. FINSTAT does not act as Licensee's accountant, CPA, financial advisor, or professional services provider.

Licensee retains full control, responsibility, and professional oversight for:

21. FORCE MAJEURE

21.1 Suspension of Obligations

Neither party shall be liable to the other for any failure or delay in performance of its obligations under this Agreement (other than payment obligations) to the extent such failure or delay is caused by events or circumstances beyond such party's reasonable control ("Force Majeure Event"), including but not limited to:

(a) Acts of God, natural disasters, earthquakes, floods, hurricanes, fires, or severe weather;

(b) War, terrorism, civil unrest, riots, insurrection, or armed conflict;

(c) Pandemics, epidemics, or public health emergencies;

(d) Government orders, laws, regulations, embargoes, or restrictions;

(e) Strikes, labor disputes, or lockouts (other than those involving the party's own employees);

(f) Failure or interruption of internet, telecommunications, or utility services;

(g) Failure, outage, suspension, or termination of third-party service providers, including:

(h) Cyberattacks, denial of service (DoS/DDoS) attacks, ransomware, hacking, or other malicious activities targeting the Software, Services, third-party providers, or internet infrastructure.

21.2 Notice and Mitigation

The party affected by a Force Majeure Event shall:

(a) Provide the other party with prompt written notice of the Force Majeure Event, its expected duration, and its impact on performance;

(b) Use commercially reasonable efforts to mitigate the effects of the Force Majeure Event and resume performance as soon as practicable;

(c) Provide periodic updates on the status of the Force Majeure Event and remediation efforts.

21.3 Suspension of SLA Obligations

During a Force Majeure Event, FINSTAT's service level obligations under Section 13 (Service Levels) are suspended, and Licensee shall not be entitled to SL Credits for downtime or unavailability caused by the Force Majeure Event.

21.4 Termination for Extended Force Majeure

If a Force Majeure Event continues for more than fifteen (15) consecutive days, either party may terminate this Agreement immediately upon written notice to the other party, without penalty or liability. Upon such termination, FINSTAT shall provide a pro-rata refund of prepaid License Fees for the period following the effective date of termination.

22. ORDER OF PRECEDENCE

In the event of any conflict or inconsistency between the documents comprising this Agreement, the following order of precedence shall apply (highest to lowest):

  1. Data Processing Addendum (DPA), if executed by the parties pursuant to Section 5.5(a);

  2. Order Form, including any amendments or addenda thereto signed by both parties;

  3. These Terms of Service;

  4. Privacy Policy (https://www.finstat.ai/privacy);

  5. Third-party service provider terms referenced in Section 3.

Specific terms and provisions in higher-ranking documents shall supersede general terms and provisions in lower-ranking documents. However, this order of precedence does not permit Licensee to override or modify third-party service provider terms (item 5), which are binding as written by such providers.

23. GENERAL PROVISIONS

23.1 Entire Agreement

This Agreement, together with the Order Form, Privacy Policy, and DPA (if applicable), constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior or contemporaneous agreements, understandings, negotiations, and discussions, whether written or oral.

23.2 Amendments

FINSTAT may amend or modify this Agreement from time to time by posting the updated terms at https://www.finstat.ai/terms and providing notice to Licensee via email or through the Software. Amendments become effective thirty (30) days after notice, except that amendments required by law may become effective immediately.

If Licensee does not agree to the amended terms, Licensee may terminate this Agreement by providing written notice within thirty (30) days of receiving notice of the amendment. Continued use of the Software, Services, or API after the effective date of the amendment constitutes acceptance of the amended terms.

No amendment, modification, or waiver of this Agreement shall be effective unless made in accordance with this Section 23.2 or signed in writing by both parties.

23.3 Assignment

Licensee may not assign, transfer, or delegate this Agreement or any rights or obligations hereunder, whether by operation of law, merger, acquisition, or otherwise, without FINSTAT's prior written consent. Any attempted assignment in violation of this provision is void.

FINSTAT may assign this Agreement to an affiliate or in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets without Licensee's consent, provided the assignee agrees to assume FINSTAT's obligations hereunder.

Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties and their respective successors and permitted assigns.

23.4 Notices

All notices required or permitted under this Agreement shall be in writing and delivered via:

(a) Email to the address specified in the Order Form (for Licensee) or to legal@finstat.ai (for FINSTAT);

(b) Certified or registered mail, return receipt requested, to the address specified in the Order Form (for Licensee) or to FINSTAT's principal place of business (for FINSTAT); or

(c) Overnight courier with tracking confirmation.

Notices are deemed effective upon receipt or, if sent by email, twenty-four (24) hours after sending (provided no delivery failure notification is received).

23.5 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Utah, United States of America, without regard to its conflict of laws principles.

The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply to this Agreement.

23.6 Dispute Resolution

(a) Informal Resolution: Before initiating formal proceedings, the parties agree to attempt to resolve any dispute arising out of or relating to this Agreement through good faith negotiations. Either party may initiate negotiations by providing written notice to the other party describing the dispute in reasonable detail.

(b) Jurisdiction and Venue: If the parties are unable to resolve the dispute through negotiations within thirty (30) days, either party may initiate legal proceedings. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Summit County, Utah, and waive any objection to such jurisdiction or venue.

(c) Equitable Relief: Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent irreparable harm, including but not limited to breaches of confidentiality, intellectual property rights, or prohibited uses under Sections 2.5 or 2.6.

23.7 Waiver

No waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom the waiver is sought to be enforced. No waiver of any breach or default shall be deemed a waiver of any subsequent breach or default.

23.8 Severability

If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, or if such modification is not possible, such provision shall be severed from this Agreement. The remaining provisions shall continue in full force and effect.

23.9 Independent Contractors

The parties are independent contractors. This Agreement does not create a partnership, joint venture, agency, employment, or franchise relationship. Neither party has authority to bind the other or incur obligations on the other's behalf.

23.10 No Third-Party Beneficiaries

This Agreement is for the sole benefit of the parties and their successors and permitted assigns. Nothing in this Agreement, express or implied, is intended to or shall confer upon any third party any legal or equitable right, benefit, or remedy of any nature.

23.11 Publicity

FINSTAT may identify Licensee as a customer in marketing materials, customer lists, presentations, and on its website, and may use Licensee's name, logo, and trademarks for such purposes. Licensee may request in writing that FINSTAT cease such use, and FINSTAT will comply within thirty (30) days of receiving such request.

23.12 Survival

The following sections survive expiration or termination of this Agreement: 4 (IP Ownership), 6 (Aggregated Statistics), 10 (Confidentiality), 11 (Representations and Warranties), 15 (Warranty Disclaimer), 16 (Intellectual Property Indemnification), 17 (Licensee Indemnification), 18 (Limitation of Liability), 20 (Professional Advice Disclaimer), and 23 (General Provisions).

23.13 Interpretation

Headings and captions are for convenience only and shall not affect the interpretation of this Agreement. The words "include," "includes," and "including" shall be deemed to be followed by "without limitation." The terms "herein," "hereof," and "hereunder" refer to this Agreement as a whole.

23.14 Counterparts

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Electronic signatures shall be deemed original signatures for all purposes.

24. CONTACT INFORMATION

For questions, support, or notices regarding this Agreement, contact:

FINSTAT INC. Email: legal@finstat.ai Support: support@finstat.ai Privacy: privacy@finstat.ai Website: https://www.finstat.ai

Mailing Address: FINSTAT INC. c/o REPUBLIC REGISTERED AGENT LLC 898 South State Street, Suite 310 Orem, Utah 84097 United States of America

25. BETA PROGRAM TERMS

These Beta Program Terms supplement this Agreement and the Privacy Policy and apply to any pre-release, "beta," "early access," or evaluation version of the Software, Services, or API that FinStat makes available to invited participants ("Beta Partners") before general release (the "Beta"). By enrolling in or using the Beta, you agree to these Beta Program Terms. If anything in this Section 25 conflicts with the remainder of this Agreement, this Section 25 controls with respect to your use of the Beta.

25.1 What the Beta Is

FinStat offers early, pre-release access to its AI-native accounting Software and Services to a limited group of invited Beta Partners for purposes of evaluation and feedback. The Beta is not a final product and is not generally available.

25.2 Beta Provided "AS IS" — You Must Verify Output

The Beta is a work in progress. It may contain errors, produce incomplete or incorrect results, change without notice, or become unavailable at any time. FINSTAT PROVIDES THE BETA "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED.

FinStat's output is not a substitute for professional judgment. The books, journals, financial statements, classifications, reconciliations, and other outputs the Beta generates may be incomplete or incorrect. You are responsible for independently reviewing and verifying all output before relying on it. You must not use Beta output as the basis for any tax filing, financial statement, audit, regulatory submission, client deliverable, or other financial or business decision without your own independent professional review. FinStat is not acting as your or your clients' accountant, bookkeeper, auditor, or tax advisor, and the Beta does not provide accounting, tax, legal, or financial advice. This Section 25.2 is in addition to, and does not limit, the disclaimers in Section 15 (Warranty Disclaimer) and Section 20 (Professional Advice Disclaimer).

25.3 Confidentiality (Pre-Release)

The Beta, and the features, screens, performance, pricing, and any other non-public information you learn through the Beta, are FinStat's confidential information. Until FinStat makes them public, you agree to keep them confidential and not to publish, publicly demonstrate, post screenshots of, or otherwise disclose them outside your organization without FinStat's prior written permission. Sharing within your own firm as reasonably necessary to evaluate the Beta is permitted. This obligation does not apply to information that is or becomes public through no fault of yours.

25.4 Feedback

FinStat welcomes your feedback. Any feedback, suggestions, bug reports, or ideas you provide regarding the Beta become FinStat's property, and you grant FinStat a perpetual, irrevocable, worldwide, royalty-free license to use them for any purpose without obligation or compensation to you. You are not required to include any information that is confidential to you or your clients in your feedback.

25.5 Your Data and Your Clients' Data

25.6 Token Grant; Usage Fees

The Beta includes a one-time complimentary grant of 1,000,000 billable tokens at no charge. Use of the Beta beyond the complimentary token grant requires a paid subscription and is billed as usage-based fees under Section 8.1(a): billed on actual usage, with each $30.00 of accrued usage charged as it accrues and any remainder charged at the end of the monthly billing cycle. FinStat may change, limit, or discontinue the token grant at any time. Participation in the Beta does not entitle you to any future free or paid access after the Beta ends.

25.7 Term, Changes, and Termination

FinStat may modify, suspend, or discontinue the Beta — or any Beta Partner's access to it — at any time, with or without notice. FinStat may update these Beta Program Terms, and your continued use of the Beta after an update constitutes acceptance of the change. Sections 25.2 (AS IS; verification), 25.3 (Confidentiality), 25.4 (Feedback), 25.5 (Data), 25.8 (Eligibility), 25.9 (Non-Disparagement), and 25.10 (Patents) survive any expiration or termination of the Beta.

25.8 Beta Partner Eligibility — No Competitors

The Beta is offered only to invited Beta Partners, and eligibility is a condition of access. You represent and warrant, on behalf of yourself and your organization, that: (a) you do not develop, market, provide, or invest in — and are not preparing to develop, market, provide, or invest in — any product or service that competes with the Software, Services, or API, including any AI-native or automated bookkeeping, transaction-categorization, general-ledger, or financial-statement-generation product; (b) you are not accessing the Beta on behalf of, at the direction of, or for the benefit of any person or entity described in (a); and (c) you will not use the Beta, or anything you learn through it, for the competitive purposes already prohibited by Section 2.6(e). If any of these representations ceases to be true during the Beta, you must notify FinStat and stop using the Beta immediately. FinStat may terminate any Beta Partner’s access immediately and without notice if it believes in good faith that this Section 25.8 has been breached, and your obligations under Sections 25.3 (Confidentiality) and 25.10 (Patents) survive any such termination.

25.9 Non-Disparagement

During the Beta and for two (2) years afterward, you agree not to make, publish, or cause to be made any public statement — including reviews, social-media posts, benchmarks, or comparisons — that disparages FinStat, the Beta, the Software, Services, or API, or FinStat’s officers or employees, based on or referring to your access to the Beta. Because the Beta is pre-release and changing continuously, public commentary on its performance is inherently unreliable and is also restricted by Section 25.3 (Confidentiality). This Section does not restrict you from: (a) providing candid, critical feedback privately to FinStat (which we encourage); (b) making truthful statements when required by law, legal process, or a government agency; or (c) making truthful statements in connection with any legal proceeding between you and FinStat. Nothing in this Section limits any right that cannot be waived by agreement under applicable law. This Section survives expiration or termination of the Beta.

25.10 Patent and Intellectual Property Acknowledgment

You acknowledge that the Software, Services, and API embody inventions that are the subject of issued patents and/or pending patent applications owned by FINSTAT INC., in addition to the other intellectual property described in Section 4.1. Your participation in the Beta grants you no license or other right, express or implied, by estoppel or otherwise, under any FinStat patent, patent application, copyright, trade secret, or trademark, other than the limited evaluation license in Section 2.1 for the duration of the Beta. You further acknowledge that the Beta is a confidential, invitation-only evaluation program conducted under obligations of confidentiality, and does not constitute a public disclosure, public use, sale, or offer for sale of any FinStat invention. You agree not to use FinStat’s confidential information obtained through the Beta to challenge, or to assist any third party in challenging, the validity, enforceability, or ownership of any FinStat patent or patent application. This Section survives expiration or termination of the Beta.

ACCEPTANCE

BY CLICKING "SUBSCRIBE," SIGNING AN ORDER FORM, OR OTHERWISE ACCESSING OR USING THE SOFTWARE, SERVICES, OR API, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF AN ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS.

IF YOU DO NOT AGREE TO THIS AGREEMENT, DO NOT ACCESS OR USE THE SOFTWARE, SERVICES, OR API.

IMPORTANT ACKNOWLEDGMENT: By accepting this Agreement, Licensee acknowledges and agrees that:

  1. FINSTAT INC. is NOT a CPA firm, accounting firm, or licensed professional services provider;

  2. The Software is a tool to assist with financial data organization and report generation, NOT a replacement for professional accounting services;

  3. All AI-Generated Outputs, including Chart of Accounts mappings and Financial Reports, are drafts and suggestions only, and must be reviewed by qualified Professionals before use for tax, compliance, lender/investor, or material business purposes;

  4. Licensee is solely responsible for engaging CPAs, accountants, or other qualified professionals to review and verify all outputs before reliance;

  5. FINSTAT is not liable for tax penalties, audit failures, lender disputes, investor claims, or other consequences arising from Licensee's reliance on AI-Generated Outputs without proper professional review.

END OF TERMS OF SERVICE

Document Version: 1.3 Effective Date: July 11, 2026 Service Provider: FINSTAT INC.