FINCENT, INC. TERM OF SERVICE

FINCENT TERMS OF SERVICE

Hello and welcome to Fincent.com!

Welcome to Fincent.

Fincent.com, operated by CharteredWays Inc., a Delaware corporation with its registered office at 16192 Coastal Highway, Lewes, DE 19958, United States (“Fincent”, “we”, “us”, or “our”), provides online bookkeeping, tax preparation support, financial operations, invoicing, payment processing, and related services through its website, applications, and technology platform (collectively, the “Services”).

These Terms of Service (the “Agreement”) govern the access to and use of the Services, including the Fincent website located at https://fincent.com (the “Site”), any mobile applications made available by Fincent (each, an “App”), and any content, features, functionality, or services offered through them.

Please read this Agreement carefully. By checking an opt-in box, clicking “I Accept,” “I Consent,” “Acknowledge and Access My Account,” or any similar acceptance mechanism, installing an App, accessing the Site, or otherwise accessing or using the Services, you acknowledge that you have read, understood, and agree to be bound by this Agreement.

If you access or use the Services on behalf of a corporation, partnership, limited liability company, or other legal entity, you represent and warrant that you are duly authorized to bind such entity to this Agreement. In such circumstances, references to “Customer,” “you,” or “your” shall mean both the individual accepting this Agreement and the applicable legal entity.

The Services enable customers to manage bookkeeping activities, prepare and organize financial information, receive support for tax-related processes, create and deliver invoices, initiate and receive payments, and access other financial operations tools and services made available by Fincent from time to time.

If Customer does not agree to the terms of this Agreement, Customer must not access or use the Services.

Fincent is committed to protecting Customer information and maintaining appropriate safeguards for information processed through the Services. Fincent’s Privacy Policy, available at https://fincent.com/privacy (the “Privacy Policy”), describes how Fincent collects, uses, stores, processes, and discloses information in connection with the Services.

The Privacy Policy is incorporated into and forms part of this Agreement. By accessing or using the Services, Customer acknowledges that it has reviewed the Privacy Policy and agrees to its terms. Fincent will process personal information in accordance with the Privacy Policy and applicable data protection and privacy laws.

Fincent may update or modify the Privacy Policy from time to time. Any changes will be effective in accordance with the terms set forth in the Privacy Policy. We encourage Customers to review the Privacy Policy periodically to stay informed about our information practices.

Capitalized terms used herein are defined in Section 15.

Fincent reserves the right to modify, amend, or update this Agreement, as well as any policies, guidelines, or terms applicable to the Services, from time to time in its sole discretion.

Where practicable, Fincent will provide notice of any material changes through the Services, the Fincent website, email, or other reasonable means. Unless otherwise specified, changes will become effective thirty (30) days after notice is provided. However, changes required for legal, regulatory, security, or operational reasons, or changes relating to new functionality or features, may become effective immediately upon posting.

Fincent may modify or update this Agreement from time to time. The revised Agreement will be effective upon the date specified by Fincent and will be made available through Fincent.com or the Services.

Customer’s continued access to or use of the Services after the effective date of any revised Agreement constitutes Customer’s acceptance of the revised Agreement. If Customer does not agree to any modification, Customer’s sole remedy is to discontinue use of the Services and terminate its subscription in accordance with this Agreement.

Fincent encourages Customer to review this Agreement periodically. The “Last Updated” date at the beginning of this Agreement indicates the date on which the Agreement was most recently revised.

1. Use of Services

1.1. License; Scope of Services. The Services consist of cloud-based financial tools and services provided by Fincent, which may include:

Bookkeeping and Financial Management – bookkeeping, financial data organization and storage, financial reporting, reconciliation, transaction processing, and related financial management services;
Invoicing and Payments – creation and delivery of invoices to third parties, and facilities that enable invoice recipients to make payments;
Tax Services – tax preparation, filing support, and related tax services, which may be provided by Fincent or by a third-party tax service provider;
Financial Reporting and Insights – financial statements, reports, dashboards, and other information relating to the Customer’s financial activities;
Third-Party Services and Integrations – facilitating the communication and exchange of information between the Customer, Fincent, and third-party service providers, platforms, financial institutions, or other service providers, in accordance with the Customer’s instructions; and
Other Services – such other financial, accounting, administrative, or technology-enabled services and features as may be made available by Fincent from time to time through the Application or the Customer’s Account.

Customer may select the Services it wishes to procure through the Application or its Account.

Fincent will provide the Services during the term of this Agreement, subject to the Customer’s payment of the applicable Fees and compliance with this Agreement. As part of the Services, Fincent grants Customer a limited, non-exclusive, non-transferable and non-assignable right to access and use the Services in accordance with this Agreement.

The Services are cloud-based and hosted services, and no copy of the Services or Fincent’s underlying systems or technology will be delivered to Customer, except for any application or software expressly made available for use by Customer. Customer may use the Services solely for its own business purposes and does not acquire any right, title or interest in the Services, Fincent’s systems, software, technology, or intellectual property.

Customer’s right to access and use the Services will terminate upon termination of this Agreement or cessation of the Services to Customer.

1.2. Limitation to Scope of Services. The Services are intended to provide bookkeeping, financial organization, reporting, invoicing, payment, and related financial management support. The Services do not include, and Customer should not rely on them as a substitute for:

(a) audit, examination, verification, investigation, certification, or independent review of financial transactions, accounting records, or financial statements;

(b) legal, investment, financial planning, tax, or other professional advice, except for any Tax Services expressly provided as part of the Services;

(c) certification or attestation of financial statements, accounting records, or other financial information for purposes of publication, obtaining credit, regulatory or governmental filings, or any other purpose requiring professional certification; or

(d) advice regarding the legal or regulatory compliance of Customer’s business practices or transactions.

Customer is responsible for obtaining advice from appropriately qualified and licensed professionals where required. In particular, Fincent does not represent or warrant that the results of its bookkeeping or other Services comply with Generally Accepted Accounting Principles (GAAP), International Financial Reporting Standards (IFRS), or any other accounting or financial reporting standards, unless expressly agreed otherwise in writing.

Fincent is not a public accounting firm, law firm, investment adviser, or financial planning firm, and the Services do not create a professional advisory relationship between Fincent and Customer.

1.3. Service Modifications. Fincent reserves the right, in its sole discretion, to modify, enhance, add, suspend, or discontinue any part of the Services, features, functionality, or content from time to time, without prior notice to or consent of Customer, provided that such modifications do not materially reduce the overall functionality of the Services.

Fincent may also, from time to time, schedule downtime or temporarily suspend access to the Services for maintenance, upgrades, security measures, repairs, or other operational requirements. Fincent will use commercially reasonable efforts to provide prior notice of scheduled downtime where reasonably practicable.

Fincent shall not be liable for any interruption, suspension, or unavailability of the Services resulting from such maintenance, upgrades, modifications, or other circumstances beyond Fincent’s reasonable control.

1.4. Prohibited Users and Uses. The Services may not be accessed or used by:

(a) any person or entity that is subject to applicable sanctions or appears on any applicable sanctions or restricted-party list, including the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”) Specially Designated Nationals and Blocked Persons List;

(b) any person under 18 years of age;

(c) any Customer or Affiliate whose access to or use of the Services has previously been suspended or terminated by Fincent for violation of this Agreement or applicable law;

(d) any direct competitor of Fincent, except with Fincent’s prior written consent; or

(e) any individual consumer using the Services solely for personal, household, or non-business purposes.

The Services are intended for use by businesses, charitable organizations, not-for-profit organizations, and other entities for legitimate business or organizational purposes. Fincent reserves the right to decline to provide or continue providing Services to any person, entity, industry, or type of business that Fincent determines, in its reasonable discretion, presents legal, regulatory, compliance, security, or other material risks.

The Services may not be used for any activity that is illegal, fraudulent, deceptive, abusive, or that facilitates or supports unlawful activity. Fincent may identify additional prohibited businesses, activities, or uses from time to time through Fincent.com, the Customer Account, the Application, or other communications to Customer.

Fincent reserves the right to suspend or terminate access to the Services if Fincent reasonably believes that Customer or any user of the Customer Account has violated this Section or applicable law.

Customer shall not, and shall not permit any other person to:

(a) use the Services in violation of any applicable law, regulation, or governmental requirement, or in connection with illegal activities or transactions, including transactions involving counterfeit or stolen goods, illegal or controlled substances, products or services that pose a material risk to consumer safety, illegal gambling or wagering, escort services, pyramid or similar schemes, unlicensed firearms sales, money laundering, or terrorist financing;

(b) process, submit, or facilitate false, fraudulent, misleading, or inaccurate transactions, information, or records;

(c) probe, scan, test, or attempt to identify vulnerabilities in the Services or any system, network, or infrastructure connected to the Services;

(d) breach, disable, defeat, circumvent, or otherwise interfere with any security, authentication, access-control, or other protective measures of the Services;

(e) access, tamper with, or use any non-public area, system, account, data, or functionality of the Services, or any shared area to which Customer has not been authorized or invited;

(f) use the Services for personal, family, or household purposes where the Services are intended for business or organizational use;

(g) interfere with, disrupt, or impose an unreasonable burden on the Services or any user, host, network, or system, including by transmitting viruses, Trojan horses, worms, malware, harmful code, or other destructive or disruptive materials, or by overloading, flooding, spamming, or mail-bombing any part of the Services;

(h) abuse, manipulate, or fraudulently use any referral, promotional, incentive, or similar program;

(i) sell, resell, sublicense, lease, rent, or otherwise commercially exploit or make the Services available to any third party, except as expressly authorized by Fincent in writing;

(j) harass, threaten, abuse, or engage in inappropriate conduct toward Fincent personnel, representatives, contractors, or agents;

(k) use the Services to send advertisements, chain letters, unsolicited commercial communications, or other solicitations, except where Fincent expressly permits Customer to send offers or promotional communications to other users of the Services. Where permitted, Customer must promptly stop such communications to any recipient who unsubscribes, opts out, or otherwise requests that Customer stop;

(l) send bulk or unsolicited email through the Services, including to distribution lists, newsgroups, or group mail aliases;

(m) falsely represent or imply that Customer is affiliated with, endorsed by, sponsored by, or acting on behalf of Fincent;

(n) upload, transmit, post, distribute, or otherwise make available illegal, unlawful, defamatory, infringing, or otherwise prohibited content through the Services;

(o) reproduce, frame, mirror, embed, or display any part of the Services on or through another website, application, or service, except as expressly authorized by Fincent;

(p) make excessive or unreasonable requests to the Services or otherwise use the Services in a manner designed to impose an unreasonable load on the infrastructure, networks, or information systems supporting the Services;

(q) remove, alter, obscure, or conceal any proprietary notices, copyright notices, trademarks, or other rights notices contained in the Services or materials made available through the Services;

(r) impersonate any person or entity, misrepresent Customer’s identity or affiliation, or use another person’s account or credentials without authorization; or

(s) encourage, assist, facilitate, or permit any other person to engage in any activity prohibited by this Agreement.

If Customer obtains access to information, data, or materials through the Services that Customer knows or reasonably should know were not intended for Customer, Customer shall promptly notify Fincent and shall not use, disclose, copy, distribute, or retain such information. Customer shall promptly delete or destroy any copies in its possession or control, except to the extent retention is required by applicable law.

1.5. Client Registration and Account Security. For purposes of accessing and using the Services, including billing and payment processing, Customer shall provide true, accurate, complete, and current information requested during registration or onboarding, including, as applicable, Customer’s legal or business name, entity type, business address, employer identification number, contact information, and payment information (collectively, “Registration Information”).

Customer may register through Fincent.com, the Fincent mobile application, or through an offline onboarding process facilitated by Fincent. As part of registration and onboarding, Fincent may provide Customer with access to third-party payment processors or other service providers for purposes including customer onboarding, identity or business verification, payment method collection, and payment processing. Registration Information will be collected, used, stored, and disclosed in accordance with the Privacy Policy and applicable law.

Customer is responsible for ensuring that Registration Information remains accurate, complete, and current and shall promptly update such information when it changes. Fincent may rely on Registration Information provided by Customer and may require Customer to provide additional information or documentation for verification, security, compliance, or operational purposes.

Fincent may provide Customer with a Customer ID, login credentials, password, authentication information, or other access credentials (“Account Credentials”). Customer is responsible for maintaining the confidentiality and security of its Account Credentials and for all activity conducted through its Customer Account, whether authorized by Customer or not, except to the extent caused by Fincent’s failure to maintain reasonable security of systems under its control.

Customer shall promptly notify Fincent through the designated support channel upon becoming aware of or reasonably suspecting unauthorized access to or use of the Customer Account, or any loss, theft, compromise, or unauthorized disclosure of Account Credentials.

Customer shall take reasonable steps to prevent further unauthorized access, including changing or resetting compromised credentials where available. Customer remains responsible for activity conducted through the Customer Account until Fincent receives such notification, except as otherwise required by applicable law.

Customer may request deletion of its Customer Account by contacting Fincent through the support or other designated contact channel and providing any information reasonably required by Fincent to verify the request and process the deletion.

Account deletion does not, by itself, terminate this Agreement, any Order Form, Subscription, or Customer’s payment obligations. Any applicable Fees and other amounts accrued or payable before the effective termination of the applicable Services remain due and payable.

Following account deletion or termination, Fincent may retain, delete, or anonymize Customer Data in accordance with this Agreement, the Privacy Policy, and applicable legal, regulatory, tax, accounting, security, dispute-resolution, and record-retention requirements.

Account deletion will be processed within a reasonable period after Fincent receives and verifies the applicable request and completes any required account closure procedures.

1.6. Customer Support. Fincent may provide commercially reasonable support and assistance in connection with accessing, configuring, operating, or using the Services, including assistance with Service-related questions, errors, technical issues, and upgrades.

The scope, availability, and method of providing support may vary depending on the applicable Subscription Plan or Services. Fincent may modify, limit, suspend, or discontinue particular support offerings from time to time, including where reasonably necessary for operational, technical, security, commercial, or other legitimate business reasons.

Fincent may also charge additional Fees for support or assistance that is outside the scope of the applicable Subscription Plan or Services, including specialized, extensive, or additional support requested by Customer. Where reasonably practicable, Fincent will notify Customer of any applicable additional Fees before providing such support.

1.7. Customer Responsibilities and Review of Deliverables. The timely and successful delivery of the Services depends on Customer’s cooperation and responsiveness. Customer is responsible for providing Fincent with all information, documents, records, access, and other materials reasonably required to provide the Services, in a complete and timely manner.

The Customer is also responsible for providing complete and accurate information and instructions relating to any unusual, complex, or business-specific transactions. Fincent will record such transactions based on the information and instructions provided by the Customer. The Customer remains responsible for the underlying business, tax, accounting, and financial decisions relating to such transactions, and Fincent will not be responsible for any consequences arising from inaccurate, incomplete, or incorrect information or instructions provided by the Customer, or from decisions made by the Customer.

Where Customer uses or has requested Fincent to use any third-party application, platform, software, ERP, payment application, or other technology to provide or transmit information, data, documents, or records to Fincent, Customer remains responsible for ensuring that such third-party application or platform provides and transmits the required information to Fincent accurately, completely, and within the applicable timelines. The continued availability of an API connection, integration, synchronization, or other technical connection between such third-party application and Fincent does not, by itself, constitute confirmation that all required information has been successfully transmitted or received by Fincent. Customer is responsible for monitoring the availability, functionality, completeness, and accuracy of information transmitted through such third-party applications and for promptly providing any information that is not successfully transmitted through such applications.

Fincent will not be responsible for any delay, error, omission, incomplete deliverable, or inability to perform the Services to the extent caused by the failure, delay, interruption, malfunction, configuration, limitation, or incomplete transmission of information by any third-party application or platform used by or at the request of Customer, or by Customer’s failure to ensure that the required information is made available to Fincent within the prescribed timelines.

Customer is expected to actively participate in the delivery of the Services and promptly review and respond to requests, questions, and deliverables. Any additional work resulting from delayed responses, incomplete or inaccurate information, repeated requests, revisions to information previously provided by Customer, or information that was not successfully received from a third-party application may be subject to additional Fees, where applicable.

Customer shall have 30 days from the end of the applicable billing period to notify Fincent of any errors or request reasonable corrections relating to any deliverable provided by Fincent during that billing period, including financial reports, bookkeeping reports, year-end financial closures, catch-up bookkeeping packages, tax-related deliverables, or other agreed deliverables.

Fincent will, subject to the scope of the Services, address such requests without additional charges for the correction itself, provided that the request relates to information originally provided by Customer and does not require additional work, new information, reconstruction, reprocessing, or changes to information previously provided or approved by Customer.

Any errors, corrections, or requests raised after the applicable 30-day period, or requiring work outside the agreed scope of Services, may be subject to additional Fees.

Requests made after the 30-day period, or requests that require additional work, new information, reprocessing, reconstruction, changes to previously approved information, or work outside the agreed scope of Services, may be subject to additional Fees.

For the avoidance of doubt, Fincent shall not be responsible for delays or additional work arising from information or instructions that are subsequently changed, corrected, or supplemented by Customer, or from information that was not successfully transmitted to Fincent by a third-party application or platform used by Customer.

In circumstances where the Services could not be completed or delivered due to Customer’s failure to provide the required information, documents, access, or responses within the prescribed period, Customer shall not be entitled to any refund of Fees paid for such Services. Fincent shall also not be responsible for any delay, incomplete deliverable, or inability to perform the Services resulting from such failure or non-responsiveness.

Any request to recommence or complete the Services after such suspension or closure may be subject to additional Fees and such other terms as may be applicable at that time.

1.8. Errors, Transaction Risks and Customer Responsibilities. Customer shall promptly notify Fincent of any errors, inaccuracies, or issues relating to the Services or any information supplied or used by Customer in connection with the Services. Where reasonably practicable, Fincent will use commercially reasonable efforts to investigate reported errors; however, Fincent does not represent or warrant that every error can be identified or corrected.

Customer shall provide Fincent with all information and assistance reasonably required to investigate and resolve any reported error or transaction-related issue.

Customer acknowledges that certain financial transactions, including wire transfers and other payment transactions, may be irreversible or may not be capable of being cancelled or recovered once initiated. Customer is therefore solely responsible for reviewing and verifying the accuracy of all payment instructions, transaction details, recipient information, and other instructions submitted through the Services or communicated to any Third-Party Servicer.

Fincent shall not be responsible for any loss arising from inaccurate, incomplete, unauthorized, or incorrect instructions provided by Customer or from transactions that cannot be reversed, cancelled, or recovered.

1.9. Tax Services and Third-Party Tax Preparers. Customer acknowledges that Fincent will provide Tax Services only after Customer has completed and provided all authorizations, consents, forms, information, and documentation required by Fincent or applicable law, including any authorization permitting the disclosure or use of tax information. Fincent will not be required to commence or continue providing Tax Services until such requirements have been completed.

Customer further acknowledges and agrees that Fincent may engage qualified third-party tax preparers, filing service providers, reviewers, or other professional service providers to assist with the preparation, review, or filing of Customer’s tax returns and related tax matters.

Where Tax Services are performed by a third-party tax preparer or service provider, Customer acknowledges that such third party may be responsible for the preparation, review, or filing of the applicable tax returns. Fincent shall not be responsible for errors, omissions, delays, penalties, or other issues arising solely from the acts or omissions of such third-party tax preparer or service provider, except to the extent directly caused by Fincent’s own acts or omissions.

Customer remains responsible for providing complete and accurate information and for reviewing and approving tax filings and other tax-related deliverables before submission, where applicable.

1.10. Financial Transactions. Fincent may, upon Customer’s request and based on the instructions provided by Customer, initiate or transmit instructions for a financial transaction to a bank, payment provider, financial institution, or other third-party service provider (a “Third-Party Servicer”). Fincent does not itself execute, process, settle, or complete such financial transactions.

Customer is solely responsible for ensuring that all transaction instructions provided to Fincent are complete and accurate, including the beneficiary name, bank account number, routing or bank codes, payment amount, and any other transaction details. Customer acknowledges that certain financial transactions may be irreversible or may not be capable of being cancelled or recovered once initiated.

Fincent shall not be liable for any loss, damage, delay, failed transaction, or other consequence arising from inaccurate, incomplete, or incorrect instructions or information provided by Customer, including any transaction made to an incorrect account or beneficiary. Any such transaction shall be at the sole risk and responsibility of Customer.

Fincent shall also not be responsible for any delay, failure, error, or other action or omission by a Third-Party Servicer in executing or processing a transaction, except to the extent directly caused by Fincent’s own gross negligence or willful misconduct.

1.11. Service Time Allocation and Additional Services.

1.11.1. Included Services. Each Subscription Plan includes the Services and level of support specified in the applicable Subscription Plan or otherwise communicated to Customer through the Account. The scope and volume of Services included in a Subscription Plan may vary depending on the plan selected by Customer.

1.11.2. Additional Services. Fincent may charge additional Fees for services or work that falls outside the scope or limits of Customer’s Subscription Plan, including, without limitation, catch-up or historical bookkeeping, amended or revised filings, extensive transaction processing, additional reporting, special projects, repeated corrections, or work resulting from incomplete, inaccurate, or delayed information provided by Customer.

1.11.3. Customer-Related Additional Work. Additional Fees may also apply where additional time or resources are required due to Customer’s delayed responses, failure to provide required books, records or information, repeated changes to previously provided information, or requests for revisions or services outside the agreed scope.

1.11.4. Notification and Approval. Where reasonably practicable, Fincent will inform Customer before undertaking material work that is expected to result in additional Fees. Unless otherwise agreed, Customer’s continued use of the applicable Services or failure to object after receiving such notice will constitute acceptance of the applicable additional Fees.

1.11.5. Modification of Service Plans. Fincent may modify the Services, service limits, features, or inclusions applicable to a Subscription Plan prospectively by providing reasonable notice to Customer. Customer may upgrade or otherwise modify its Subscription Plan through the Account, subject to the applicable Fees and terms.

1.11.6. No Carry-Forward. Unless expressly stated otherwise in the applicable Subscription Plan, any unused Services, service capacity, or other plan benefits for a billing period shall not carry forward to any subsequent billing period and shall not be refundable or exchangeable for cash or credit.

2. Third-party Services

2.1. Third Party ERP Services. Fincent may use third-party accounting, bookkeeping, enterprise resource planning (ERP), financial management, payment, or other software and services, including platforms such as Intuit Inc.’s QuickBooks Online, Xero, or other similar third-party providers (collectively, “Third-Party Platforms”), in connection with providing the Services.

Customer may be required to connect an existing account with a Third-Party Platform to the Services. Where Customer does not have an account with a Third-Party Platform that is required for the provision of the Services, Fincent may, where applicable, assist Customer in creating or obtaining such account.

Any subscription, license, usage, implementation, or other fees charged by a Third-Party Platform shall be borne by Customer and shall be charged at the rates or fees applicable from time to time by the respective Third-Party Platform provider. Such fees may be charged directly by the Third-Party Platform provider or, where applicable, by Fincent on the provider’s behalf.

Customer acknowledges that its use of any Third-Party Platform is subject to the terms of service, privacy policy, and other applicable terms and conditions of the relevant third-party provider. Fincent does not control and is not responsible for the availability, functionality, pricing, security, policies, or performance of any Third-Party Platform.

2.2. Third-Party Payment Processing. Fincent may facilitate Customer’s access to and onboarding with third-party payment processors, payment gateways, merchant service providers, or other payment service providers (collectively, “Payment Service Providers”).

Fincent’s role in relation to Payment Processing Services is limited to assisting Customer with the onboarding, account setup, connection, and integration with the relevant Payment Service Provider. Fincent does not itself provide, execute, process, settle, or control any payment processing services or financial transactions.

Any account or services obtained by Customer from a Payment Service Provider shall be subject to a separate agreement between Customer and the applicable Payment Service Provider. Customer shall be solely responsible for complying with the terms and conditions, merchant agreements, privacy policies, card network rules, and applicable laws and regulations governing such third-party services.

Customer acknowledges that information and data provided by Customer may be shared with or transmitted directly to the applicable Payment Service Provider as necessary to facilitate onboarding, account setup, integration, or provision of the third-party services. Such information will be subject to the applicable Payment Service Provider’s terms, privacy policy, and other applicable policies.

Any subscription, transaction, processing, merchant, or other fees charged by a Payment Service Provider shall be borne by Customer and shall be payable at the rates determined by the applicable Payment Service Provider.

Fincent does not make any representation or warranty regarding the availability, approval, functionality, pricing, security, performance, or continuity of any Payment Service Provider or its services and shall not be responsible for any acts or omissions of a Payment Service Provider, including any rejection of an application, suspension or termination of an account, payment failure, processing delay, chargeback, or other payment-related issue.

2.3. Third Party Service Providers and Partner Services. Fincent may, from time to time, facilitate or arrange for Customer to access services provided by third-party service providers, professional firms, platforms, or other partners (collectively, “Third-Party Service Providers”). Such services may include, without limitation:

2.3.1 CFO and financial advisory services, including fractional CFO, financial planning, budgeting, forecasting, financial analysis, and related services;

2.3.2 Business incorporation and formation services, including assistance with the incorporation, registration, and setup of entities;

2.3.3 Business dissolution and winding-up services, including assistance with the closure, dissolution, or winding-up of entities;

2.3.4 Employer of Record (“EOR”) services, including employee onboarding, employment administration, payroll coordination, and related services;

2.3.5 Payroll services, including payroll processing, payroll administration, statutory filings, and related services; and

2.3.6 Other services offered through Fincent’s partners, including accounting, tax, compliance, legal, financial, administrative, technology, or other business support services.

Fincent’s role in relation to services provided by a Third-Party Service Provider may be limited to introducing the Customer to the relevant provider, facilitating onboarding, coordinating communications, transmitting information or instructions, or assisting with the use of the relevant service. Unless expressly agreed otherwise in writing, Fincent does not itself provide the underlying services provided by the Third-Party Service Provider.

Any services provided by a Third-Party Service Provider may be subject to separate terms, agreements, engagement letters, fees, privacy policies, and other requirements imposed by such provider. Customer shall be responsible for complying with such terms and for paying any applicable fees or charges.

Customer acknowledges that Fincent does not control the acts, omissions, availability, pricing, performance, or quality of services provided by Third-Party Service Providers. Accordingly, Fincent shall not be responsible or liable for any acts or omissions of a Third-Party Service Provider or for any loss, delay, error, failure, or other consequence arising from services provided by such provider, except to the extent directly caused by Fincent’s own acts or omissions.

Fincent may change, replace, or discontinue any Third-Party Service Provider or partner at its discretion and may introduce additional third-party services from time to time.

3. Fincent Account & Account ID

3.1. Customer Account and Third Party Access. Fincent shall provide each Customer with a unique customer identification number (“Customer ID”) and a Customer Account on Fincent.com, accessible through the Fincent web application and, where applicable, the Fincent mobile application (the “Customer Account”). The Customer Account may contain information relating to Customer’s transactions, Services, Fees, financial records, documents, and other information associated with Customer’s use of the Services.

The Customer ID may be used by Fincent to identify the Customer and associate the Customer with its account, transactions, records, Services, and communications with Fincent. Customer shall keep its Customer ID and account credentials secure and shall promptly notify Fincent of any unauthorized access or suspected misuse of the Customer Account.

Except as required to provide the Services, comply with applicable law, protect the security of the Services, or as otherwise permitted under this Agreement, Fincent shall not provide third parties with access to the Customer Account.

Notwithstanding the foregoing, Customer authorizes Fincent to provide or facilitate access to Customer information through API connections, integrations, data feeds, or other technical connections with applications, accounting platforms, ERP systems, financial institutions, payment providers, or other third-party services that Customer has requested, authorized, or connected to the Services.

Such third-party access shall be limited to the information and permissions reasonably required for the applicable integration or service. Customer acknowledges that information may be transmitted to or received from such third-party applications, platforms, or service providers as necessary to provide the requested integration or Services.

Any additional terms and conditions applicable to the Customer Account, Customer ID, integrations, or specific Services or preferences selected by Customer and made available through Fincent.com, the web application, or mobile application may be incorporated into this Agreement by reference.

3.2. Customer Account Security & Instructions. Customer shall keep its Customer ID, login credentials, access codes, and other account authentication information confidential and shall not disclose or provide them to any unauthorized third party or permit any unauthorized person to access or use the Customer Account.

Customer is solely responsible for all activity conducted through or under its Customer Account and for maintaining the accuracy and security of its account information and instructions.

Fincent may provide Customer with the ability to select certain preferences, settings, instructions, specifications, or other parameters through Fincent.com, the web application, or the mobile application that will apply to the Services (“Customer Instructions”).

Customer is solely responsible for reviewing and ensuring the accuracy and completeness of all Customer Instructions and selections, including any account, payment, bookkeeping, reporting, or other preferences submitted through the Customer Account. Fincent may rely on such Customer Instructions without independently verifying their accuracy or completeness.

Fincent shall not be responsible for any loss, error, delay, or other consequence arising from inaccurate, incomplete, unauthorized, or incorrect Customer Instructions or selections made by Customer, except to the extent directly caused by Fincent’s own acts or omissions.

3.3. Loss or Unauthorized Disclosure of Account Credentials. Customer shall promptly notify Fincent at hello@fincent.com of any loss, theft, compromise, or unauthorized disclosure or use of any Customer Account password, access code, login credentials, or other authentication information, whether such disclosure or use is voluntary or otherwise.

Customer shall take all reasonable steps to prevent further unauthorized access to the Customer Account, including promptly changing or resetting any compromised credentials where such functionality is available.

Customer shall remain responsible for activity conducted through the Customer Account until Fincent has been notified of the compromise, except to the extent otherwise required by applicable law.

3.4. Customer ID & Authorized Personnel. Fincent will issue each Customer a unique Customer ID associated with the Customer Account (the “Customer ID”).

Customer may provide or authorize access to the Customer ID to its officers, directors, employees, bookkeepers, accountants, consultants, or other personnel directly engaged by Customer (“Customer Personnel”) solely for purposes of accessing and using the Services on Customer’s behalf.

Customer is responsible for ensuring that all Customer Personnel maintain the confidentiality of the Customer ID and comply with this Agreement. Customer shall not permit Customer Personnel to disclose, transfer, or share the Customer ID with any unauthorized third party.

Customer is solely responsible for all activity conducted through or under its Customer ID, whether by Customer, Customer Personnel, or any other person to whom Customer has provided or permitted access to the Customer ID.

Any Customer Personnel accessing or using the Services through the Customer Account or Customer ID shall be subject to and bound by the applicable terms of this Agreement, and Customer shall be responsible for their compliance with such terms.

Fincent reserves the right to modify, reset, replace, suspend, or deactivate a Customer ID where Fincent reasonably considers it necessary for security, operational, technical, or other legitimate business purposes.

3.5. Customer Equipment and Connectivity. Customer is responsible, at its own expense, for providing and maintaining all hardware, devices, software, applications, internet connectivity, and other equipment necessary to access and use the Services (“Customer Devices”).

Customer acknowledges that internet and telecommunications networks may be unpredictable, unavailable, or insecure and may affect Customer’s ability to access or use the Services. Fincent shall not be responsible for any interruption, delay, loss, or inability to access or use the Services resulting from internet outages, network failures, insecure Wi-Fi or other connections, telecommunications issues, or any issue relating to Customer Devices or Customer’s internet connection.

Customer is responsible for maintaining appropriate security measures for its Customer Devices, networks, and connections, including using appropriate passwords, security software, and other reasonable safeguards. Fincent shall not be liable for any security breach, unauthorized access, or loss arising from vulnerabilities or compromises of Customer Devices, networks, or connections, except to the extent directly caused by Fincent’s failure to maintain reasonable security measures within systems under its control.

3.6. Representations and Warranties. Customer represents, warrants, and covenants that:

(a) Accuracy of Information. All information, records, documents, and other materials provided by Customer to Fincent, including information relating to Customer’s business, products, services, transactions, or activities, are true, accurate, complete, and not misleading;

(b) Authority. Customer has the legal capacity, power, and authority to enter into, perform, and be bound by this Agreement, and no additional authorization, consent, or approval is required for Customer to do so;

(c) Authority to Act on Behalf of Others. If Customer accesses or uses the Services on behalf of another individual or entity, Customer has obtained and maintains all rights, permissions, authorizations, and consents necessary to do so and to provide any information, records, or instructions relating to such individual or entity to Fincent; and

(d) Compliance. Customer’s access to and use of the Services, and all information, records, instructions, and materials provided to Fincent, will comply with this Agreement and all applicable laws, regulations, and governmental requirements.

4. Modification to Product and Features. Fincent may, from time to time, modify, update, enhance, or otherwise change the Fincent product, including Fincent.com, the web application, mobile application, dashboards, tools, features, functionality, user interface, APIs, API connectivity, integrations, and other product components (collectively, the “Product”).

Fincent may add, modify, improve, suspend, or remove any feature or functionality of the Product, including API connectivity and integrations that enable the Product to connect, exchange data with, or interact with third-party applications, platforms, software, financial institutions, payment providers, accounting systems, ERP systems, payroll platforms, or other services.

Fincent may add new integrations or APIs, modify existing APIs or integration methods, change the data or functionality made available through an API or integration, or discontinue any API or integration. Fincent does not guarantee that any particular third-party application, API, integration, data connection, or functionality will remain available or compatible with the Product.

Fincent may also change the availability, functionality, eligibility, pricing, or access requirements of any Product feature, including changing a feature from free to paid or from paid to free.

Fincent may introduce product updates, patches, bug fixes, security updates, enhancements, or new versions from time to time. Certain updates may be automatically applied to the Product where required for security, functionality, compatibility, or other operational reasons.

Fincent may temporarily suspend access to the Product or any feature, API, or integration for maintenance, upgrades, security measures, repairs, or other technical or operational requirements. Fincent will use commercially reasonable efforts to provide advance notice of material planned downtime where reasonably practicable.

Fincent may discontinue or materially change any Product, feature, API, or integration where reasonably necessary due to technical, commercial, legal, regulatory, security, or other operational considerations. Where reasonably practicable, Fincent will provide advance notice of material changes that are expected to significantly affect Customer’s use of the Product.

Customer acknowledges that the Product and its integrations are continuously evolving and that the features, APIs, integrations, and functionality available to Customer may change from time to time. Fincent is not responsible for changes, interruptions, errors, or unavailability caused by a third-party application, platform, API, integration, or service, except to the extent directly caused by Fincent’s own acts or omissions.

Customer may provide feedback or suggestions regarding the Product. Fincent may use such feedback without restriction or obligation to Customer and is not required to implement any suggested change.

5. User Content

5.1. License to User Content. Customer retains all right, title, and interest in and to the Customer Data. Nothing in this Agreement transfers ownership of Customer Data to Fincent.

Customer grants Fincent a non-exclusive, worldwide, royalty-free right and license to collect, access, use, process, store, reproduce, transmit, and disclose Customer Data to the extent reasonably necessary to:

(a) provide, operate, administer, and support the Product and Services;

(b) maintain and improve the Product, including its features, functionality, APIs, integrations, and connectivity with third-party applications and platforms selected or authorized by Customer;

(d) facilitate connectivity and exchange of information between the Product and third-party applications, financial institutions, payment providers, accounting platforms, ERP systems, payroll platforms, and other third-party services;

(e) provide customer support, communicate with Customer, and manage Customer’s account;

(f) detect, prevent, investigate, and address fraud, security incidents, misuse, or other threats to the Product and Services;

(g) comply with applicable laws, regulations, legal processes, or governmental requirements; and

(h) develop, test, analyze, and improve existing or new products, features, services, and functionality.

Where Customer Data includes information relating to any third party, Customer represents and warrants that it has obtained all consents, authorizations, and permissions required for Fincent to collect, access, use, process, store, and disclose such information in accordance with this Agreement and applicable law.

Fincent may disclose Customer Data to its affiliates, employees, contractors, technology providers, service providers, and other third parties engaged in connection with the operation or provision of the Product and Services, provided that such disclosure is for purposes permitted under this Agreement.

5.2. Aggregated and Anonymized Data. Fincent may use Customer Data to create aggregated, statistical, and anonymized data that does not identify Customer or any individual (“Aggregated Data”). Fincent may use and disclose Aggregated Data for purposes including generating industry benchmarks, financial and business insights, analytics, product development, research, reporting, and improving or developing products and services.

Fincent will not use Aggregated Data to identify Customer or disclose Customer’s confidential or personal information. Aggregated Data will not be treated as Customer Data to the extent that it has been irreversibly anonymized so that Customer or an individual cannot reasonably be identified from such data.

Customer’s use of the Product and Services constitutes its authorization for Fincent to process Customer Data for the purposes described in this Agreement and the Fincent Privacy Policy, as updated from time to time and incorporated into this Agreement by reference.

5.3. Customer Data and Verification. The Services and Product may require certain information concerning the Customer, including, without limitation, the Customer’s name, business name, registered or business address, telephone number, email address, bank account information, payment information, tax information, information relating to Third-Party Servicers, and other information reasonably required to provide, administer, or support the Services (collectively, “Customer Data”).

Customer authorizes Fincent, directly or through its affiliates, service providers, or other third parties, to obtain, verify, and confirm information concerning the Customer, including for purposes of verifying the Customer’s identity, business information, account ownership, and eligibility to use the Services, and for fraud prevention, security, compliance, and other legitimate operational purposes.

Customer is solely responsible for ensuring that all Customer Data provided to Fincent is accurate, complete, current, and appropriate for the purpose for which it is provided. Customer shall promptly notify Fincent and correct any errors, omissions, or changes in Customer Data.

Fincent is not responsible for independently reviewing, validating, or confirming the accuracy, completeness, appropriateness, or currency of Customer Data and may rely on the Customer Data provided by or on behalf of the Customer in providing the Services.

Fincent shall not be responsible for any delay, error, loss, or other consequence arising from inaccurate, incomplete, outdated, or misleading Customer Data provided by or on behalf of the Customer.

5.4. Artificial Intelligence and Machine Learning. Fincent may use artificial intelligence, machine learning, automation, and other technology-enabled tools (“AI/ML Tools”) in connection with the Product and Services. AI/ML Tools may assist Fincent in organizing, analyzing, categorizing, reconciling, processing, and interpreting Customer Data and may be used to improve the efficiency, accuracy, and functionality of the Product and Services.

AI/ML Tools may, among other things, assist with transaction categorization, identification of transaction patterns, reconciliation, extraction and classification of financial information, generation of reports and insights, identification of anomalies, and recommendations or other outputs based on Customer Data and historical information.

Fincent may combine automated processing with human review, validation, or oversight, where appropriate, particularly where AI/ML-generated outputs are used in connection with the provision of bookkeeping, accounting, tax, or other financial services. However, Customer acknowledges that AI/ML-generated outputs may contain errors or inaccuracies and should be reviewed and verified by Customer where appropriate before being relied upon or used for financial, accounting, tax, or business decisions.

Fincent will implement commercially reasonable measures designed to use AI/ML Tools in a secure, responsible, and privacy-conscious manner and will process Customer Data in accordance with this Agreement, the Fincent Privacy Policy, and applicable law. Fincent may limit, truncate, anonymize, de-identify, or otherwise restrict the Customer Data provided to particular AI/ML Tools where reasonably appropriate based on the nature and purpose of the processing.

Fincent may use third-party AI/ML technology providers in connection with the Product and Services. Where third-party AI/ML Tools are used, Customer Data may be processed by such providers solely as reasonably necessary to provide, operate, secure, maintain, or improve the applicable Product or Services, subject to applicable contractual, security, privacy, and legal requirements.

Fincent may continually develop and improve its use of AI/ML Tools, including introducing new AI-enabled features and functionality into the Product. The manner in which particular Customer Data is processed may therefore change from time to time, provided that such processing remains subject to this Agreement, the Fincent Privacy Policy, and applicable law.

Customer remains responsible for reviewing and verifying material financial, accounting, tax, or other business outputs generated or assisted by AI/ML Tools before relying upon them for decisions or submissions.

5.5. Data Protection and Security. Fincent recognizes the importance of protecting Customer Data and maintains reasonable administrative, technical, and organizational safeguards designed to protect Customer Data against unauthorized access, use, disclosure, alteration, or destruction.

However, Customer acknowledges that no system, network, application, API, or method of electronic transmission or storage can be guaranteed to be completely secure. Accordingly, Fincent does not warrant or guarantee that the Product, Services, Customer Account, APIs, integrations, or systems used to provide the Services will be completely secure, free from security breaches, viruses, malware, vulnerabilities, or other security threats.

Customer is responsible for maintaining the security of Customer Data in its possession or under its control and for securing the devices, networks, systems, and applications used to access the Product or Services. Customer shall take reasonable measures to prevent unauthorized access to its Customer Account, including maintaining strong and unique passwords, protecting authentication credentials, and enabling two-factor authentication or other security measures where made available by Fincent.

Customer is responsible for ensuring that its Customer Devices and systems meet the applicable security requirements communicated by Fincent and any applicable Third-Party Servicers. Customer shall not use the Product or Services in a manner that compromises or circumvents applicable security controls.

Fincent is not responsible for the operation, security, or failure of Customer Devices, Customer networks, third-party applications, third-party platforms, or other systems outside Fincent’s reasonable control. Fincent is also not responsible for any loss arising from unauthorized access resulting from Customer’s failure to maintain the security of its Account, credentials, devices, systems, or networks.

Unless otherwise expressly agreed in writing, Customer is responsible for maintaining appropriate backups of Customer Data and other information provided to, transmitted through, or stored in connection with the Product or Services. Customer should maintain copies of information that it considers important or necessary for its business operations.

Where Customer connects the Product to third-party applications, platforms, APIs, financial institutions, payment providers, accounting systems, ERP systems, or other services, Customer acknowledges that the security and availability of such third-party systems are outside Fincent’s control. Fincent is not responsible for security incidents, data loss, unauthorized access, or other issues arising from such third-party systems, except to the extent directly caused by Fincent’s failure to maintain reasonable security safeguards within systems under its control.

5.6. Disclosure of Customer Data. Fincent may access, use, preserve, or disclose Customer Data where reasonably necessary to comply with applicable Law, legal process, court order, subpoena, regulatory requirement, or governmental request, or where reasonably necessary to investigate, prevent, or address fraud, security incidents, unlawful activity, or misuse of the Product or Services.

Where legally permitted and reasonably practicable, Fincent may provide Customer with notice of a legally compelled disclosure of Customer Data. Nothing in this Agreement restricts Fincent from making disclosures that it is legally required or authorized to make.

5.7. Customer Data Sharing and Third-Party Access. Subject to this Agreement and any separate agreement between Customer and a Third-Party Service Provider, Customer authorizes Fincent, its affiliates, service providers, and Third-Party Service Providers to obtain, access, exchange, transmit, and disclose Customer Data between and among themselves to the extent reasonably necessary to provide the Product and Services and to enable the respective services, integrations, or functionality requested or authorized by Customer.

Fincent may disclose Customer Data to representatives, employees, accountants, bookkeepers, or other personnel designated or authorized by Customer, and to third-party applications, accounting or ERP platforms, financial institutions, payment providers, payroll providers, tax service providers, APIs, integrations, and other Third-Party Service Providers selected, connected, or authorized by Customer.

Customer acknowledges that once Customer Data is shared with a Third-Party Service Provider, such data may be subject to the terms, privacy policies, security practices, and agreements of that Third-Party Service Provider. Fincent is not responsible for the acts or omissions of any Third-Party Service Provider or for the collection, processing, storage, use, disclosure, security, or handling of Customer Data by such third party, except to the extent directly caused by Fincent’s own acts or omissions within systems under its control.

Fincent may decline, restrict, suspend, or terminate the sharing of Customer Data with any third party where Fincent reasonably believes that such sharing may create material security, legal, regulatory, financial, operational, or reputational risk to Customer, Fincent, or its systems.

Fincent does not independently verify, endorse, or guarantee the accuracy, completeness, quality, reliability, or suitability of Customer Data provided by Customer or obtained from any third party. Customer remains responsible for the accuracy and completeness of Customer Data and for reviewing information exchanged through third-party integrations or services.

5.8. Retention of Customer Data. Fincent may retain Customer Data for the duration of Customer’s use of the Product and Services and thereafter for such period as reasonably necessary to comply with applicable Law, satisfy legal or regulatory obligations, resolve disputes, enforce agreements, prevent fraud or misuse, maintain business and financial records, or otherwise as permitted under the Fincent Privacy Policy.

Following termination or expiration of the Agreement, Fincent may delete or anonymize Customer Data in accordance with its applicable data retention practices and legal obligations. Certain Customer Data may continue to be retained for the periods required or permitted by applicable Law.

5.9. Feedback. If Customer provides Fincent with any ideas, suggestions, comments, criticisms, recommendations, proposed improvements, or other feedback relating to the Product, Services, features, functionality, APIs, integrations, workflows, or user experience (collectively, “Feedback”), Customer acknowledges that Fincent may freely use, evaluate, develop, modify, incorporate, or otherwise exploit such Feedback for any purpose, including to improve or develop the Product and Services.

Customer agrees that Fincent shall have no obligation to compensate Customer for any use of Feedback, including any royalty, fee, or other payment, whether or not such Feedback is incorporated into any product, feature, service, technology, or functionality.

Customer hereby grants Fincent a worldwide, royalty-free, fully paid-up, perpetual, irrevocable, transferable, sublicensable, non-exclusive license to use, reproduce, modify, adapt, translate, distribute, display, perform, create derivative works from, incorporate, commercialize, and otherwise exploit the Feedback, in whole or in part, in any form, medium, or technology, whether now known or developed in the future, and to permit others to do the same.

Customer represents that it has the necessary rights and authority to provide the Feedback and grant the rights described in this section. Fincent will have no obligation to maintain the Feedback as confidential or to provide attribution to Customer in connection with its use of the Feedback.

5.10. Monitoring & Recording. Fincent may monitor, record, and retain calls and other voice communications between Fincent and Customer or Customer’s representatives, including inbound and outbound calls relating to the Product or Services. Such monitoring or recording may be undertaken for purposes including customer support, quality assurance, compliance, training, security, fraud prevention, dispute resolution, and improving the Product and Services.

By using the Product or Services and communicating with Fincent through telephone or other recorded communication channels, Customer acknowledges and agrees that such communications may be monitored or recorded, subject to applicable Law.

Customer is responsible for informing its employees, representatives, contractors, and other personnel who communicate with Fincent on Customer’s behalf that communications with Fincent may be monitored or recorded.

Customer shall ensure that its representatives have provided any notices, consents, or authorizations required under applicable Law in connection with such monitoring or recording. To the extent permitted by Law, Customer agrees to indemnify and hold harmless Fincent from claims arising from Customer’s failure to provide such required notices or obtain such required consents.

Fincent may use and retain recordings in accordance with this Agreement and the Fincent Privacy Policy and for as long as reasonably necessary for the purposes described above or as required or permitted by applicable Law.

6. Confidentiality

6.1. Confidential Information. Each party may disclose to the other party, in connection with these Terms, information that is confidential or proprietary in nature, whether or not marked or identified as confidential and whether disclosed in writing, orally, visually, electronically, or otherwise (“Confidential Information”).

Customer Data shall be deemed to be Customer’s Confidential Information. The Product, Services, software, technology, APIs, integrations, product roadmaps, non-public product information, pricing, Fees, business information, and other proprietary information disclosed by Fincent shall be deemed to be Fincent’s Confidential Information. Any Feedback provided by Customer shall be treated in accordance with the Feedback section of these Terms.

Confidential Information does not include information that the receiving party can demonstrate:

(a) is or becomes publicly available other than as a result of a breach of these Terms;

(b) was lawfully received from a third party that was not, to the receiving party’s knowledge, subject to an obligation of confidentiality with respect to such information; or

(c) was independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information.

6.2. Obligations. The receiving party shall use the disclosing party’s Confidential Information solely for the purpose of performing its obligations, exercising its rights, or receiving or providing the Product and Services under these Terms.

The receiving party shall not disclose Confidential Information to any third party except to its employees, officers, contractors, consultants, professional advisers, affiliates, service providers, or other representatives who have a legitimate need to know such information and are subject to confidentiality obligations appropriate to the nature of the information.

Fincent may also disclose Confidential Information to its investors, lenders, financing sources, potential investors or financing sources, and professional advisers, provided that such recipients are informed of the confidential nature of the information or are otherwise subject to appropriate confidentiality obligations.

Each party shall be responsible for any breach of these confidentiality obligations by persons to whom it discloses Confidential Information. The receiving party shall promptly notify the disclosing party upon becoming aware of any unauthorized access, use, or disclosure of the disclosing party’s Confidential Information.

6.3. Permitted Disclosures. A receiving party may disclose Confidential Information to the extent required by applicable Law, court order, governmental authority, regulatory authority, or applicable stock exchange rules, provided that, to the extent legally permitted and reasonably practicable, the receiving party shall:

(a) provide the disclosing party with prompt notice of the requirement or request;

(b) reasonably cooperate with the disclosing party, at the disclosing party’s expense, in seeking a protective order or other appropriate confidential treatment; and

Nothing in this section prevents either party from making disclosures required for the purpose of complying with applicable Law or regulatory requirements.

6.4. Injunctive Relief. Each party acknowledges that unauthorized use or disclosure of the other party’s Confidential Information may cause irreparable harm for which monetary damages may be an inadequate remedy. Accordingly, in addition to any other remedies available at law or in equity, the disclosing party shall be entitled to seek injunctive or other equitable relief to prevent or restrain any unauthorized use or disclosure of its Confidential Information, without the requirement to prove actual damages, to the extent permitted by applicable Law.

6.5. Publicity. Customer grants Fincent a worldwide, non-exclusive, royalty-free license to use Customer’s name, trademarks, service marks, and logos solely for the purpose of identifying Customer as a Fincent customer in Fincent’s website, customer lists, presentations, marketing materials, case studies, or other promotional materials.

Fincent will use Customer’s name and branding in a manner consistent with Customer’s publicly available branding guidelines, where provided. Customer may request that Fincent discontinue use of its name or logo for future promotional purposes by contacting hello@fincent.com, and Fincent will use commercially reasonable efforts to comply with such request.

For the avoidance of doubt, nothing in this section grants Fincent any ownership interest in Customer’s trademarks, service marks, or logos.

7. Payment

7.1. Fees and Payment. The fees payable for the Product and Services (“Fees”) will be as set forth in the applicable Order Form, Subscription Plan, or otherwise communicated through the Pricing page. Fincent’s standard Service fees may also be published on its pricing page.

By subscribing to the Services, Customer authorizes Fincent and/or its payment processor to charge the payment method provided by Customer for all Fees and other amounts payable under these Terms, including Fees applicable during any Renewal Term as they become due. Customer also authorizes Fincent or its payment processor to make reasonable adjustments or corrections to charges where necessary to correct a transaction that was incorrectly credited or debited.

Fincent may offer different billing frequencies, including monthly and annual subscription plans, as specified in the applicable Subscription Plan or Order Form.

For monthly subscriptions, Customer will be charged the applicable monthly Fee in advance on or around the first day of each month for the Services for that month, unless otherwise specified in the applicable Subscription Plan or Order Form.

Where the Fees are determined based on Customer’s usage, transaction volume, expenses, number of accounts, level of activity, or other applicable usage metrics, Fincent may determine or adjust the applicable pricing tier based on the relevant information available to Fincent. Fincent may make reasonable adjustments to the Fees where Customer’s actual usage or applicable pricing information differs from the information originally provided by Customer or previously used to determine the Fees.

For annual subscriptions, Customer will be charged the applicable annual Fee on the Effective Date and on each anniversary of the Effective Date, unless otherwise specified in the applicable Subscription Plan or Order Form.

Fees for additional services, out-of-scope work, additional usage, third-party services, integrations, or other charges may be billed separately where applicable and will be disclosed to Customer through the applicable Order Form, Subscription Plan, Product, or other communication.

If any amount payable by Customer becomes past due, Fincent may, in addition to any other rights available under these Terms, suspend or restrict access to the Product or Services until all outstanding amounts are paid.

All Fees are in U.S. dollars and are non-refundable, unless otherwise provided herein. Except to the extent expressly set forth in this Section 7 and Section 8.2, all payments are non-refundable and non-creditable.

7.2. Billing Period. The applicable billing period for Services will be determined as follows:

(a) Bookkeeping Services. Unless otherwise specified in the applicable Subscription Plan or Order Form, the billing period for recurring Bookkeeping Services will run from the first day through the last day of each calendar month.

(b) Other Recurring Services. For Services other than Bookkeeping Services that are provided on a recurring basis, the applicable billing period will be specified in the invoice issued by Fincent for such Services.

(c) One-Time Services. One-Time Services will not have a recurring billing period. Fees for such Services will be based on the performance, completion, or delivery of the applicable task, project, or engagement, as specified in the applicable Order Form, Subscription Plan, invoice, or other applicable billing communication.

7.3. Taxes. Unless otherwise expressly stated, Fees quoted by Fincent do not include applicable taxes, duties, levies, assessments, or similar governmental charges arising in connection with the Product or Services, including sales tax, use tax, value-added tax, goods and services tax, withholding taxes, or similar transaction-based taxes.

Customer shall be responsible for paying all such taxes and charges applicable to its purchase or use of the Product or Services, other than taxes imposed on Fincent’s net income or profits.

Where Fincent is required by applicable Law to collect or remit any such taxes, Fincent may add the applicable amount to the Fees payable by Customer and Customer shall pay such amount unless Customer provides Fincent with valid documentation establishing an applicable exemption.

Customer shall indemnify and hold Fincent harmless from any taxes, duties, assessments, interest, penalties, or other charges imposed on Fincent as a result of Customer’s failure to pay or properly account for taxes for which Customer is responsible under this section.

7.4. Payment Authorization and Billing Changes. Customer shall provide and authorize Fincent and/or its payment processor to collect Fees and other amounts payable under these Terms using a valid credit card, debit card, bank account, or other payment method accepted by Fincent. Customer authorizes Fincent and/or its payment processor to charge the applicable payment method for all Fees and other amounts payable under these Terms, including applicable taxes, third-party charges, and other amounts expressly payable by Customer.

Where Customer uses a credit card or other payment method that supports pre-authorization, Fincent and/or its payment processor may obtain a pre-authorization before processing a payment to verify the validity of the payment method and the availability of sufficient funds or credit.

Where Customer elects to pay Fees or other amounts due to Fincent by ACH, wire transfer, or other bank-account-based payment method, Customer authorizes Fincent and/or its payment processor or authorized service provider to initiate the applicable debit or credit entries to the bank account designated by Customer for such purpose (“Customer Bank Account”).

Customer represents and warrants that:

(a) it has the authority to authorize transactions from the Customer Bank Account;

(b) the Customer Bank Account is valid and authorized for the payment of amounts due to Fincent; and

Customer shall maintain sufficient funds in the Customer Bank Account to cover all amounts due. Customer remains responsible for any failed, rejected, returned, or delayed payment resulting from insufficient funds, incorrect account information, restrictions imposed by the bank, or any other matter attributable to Customer or its bank account.

This authorization will remain in effect until Fincent receives written notice from Customer revoking the authorization, provided that such revocation will not affect any transaction already initiated or any amounts otherwise due and payable to Fincent.

Any change to the Customer Bank Account or bank account details used for payment must be provided to Fincent in writing at least seven (7) business days in advance and may be subject to verification before being implemented.

Customer is solely responsible for providing accurate bank account information, including the applicable ABA routing number, account number, account name, and other information required to process the transaction. If Customer provides incorrect or incomplete information and funds are incorrectly debited, credited, deposited, or transferred, Fincent may use commercially reasonable efforts to assist Customer in attempting to recover the funds, but Fincent does not guarantee recovery and will not be liable for any resulting loss or unrecovered funds, except to the extent directly caused by Fincent’s gross negligence or willful misconduct.

Any additional work undertaken by Fincent at Customer’s request to assist with the recovery, investigation, correction, or reconciliation of an incorrectly processed transaction may be subject to additional Fees.

All ACH transactions initiated by Fincent or on its behalf will be processed in accordance with applicable U.S. laws, regulations, and applicable ACH rules, where applicable.

Customer shall provide Fincent with at least seven (7) business days’ prior written notice of any change to its billing details or payment method. Customer is responsible for ensuring that all billing and payment information provided to Fincent remains accurate, current, and valid and that the applicable payment method has sufficient funds or credit to process amounts due.

Fincent reserves the right to change the payment frequency, billing dates, or billing schedule upon reasonable notice to Customer. Where necessary, Fincent may prorate the first payment following such change so that Customer is charged only the amount properly due for the applicable period.

7.5. Payment Processing Service Fees. Fincent may facilitate Customer’s access to payment processing services provided by third-party payment processors or payment service providers (“Payment Processors”). Such services may be subject to separate agreements, terms, fees, surcharges, and other requirements imposed by the applicable Payment Processor (“Payment Processing Agreement”).

Customer is responsible for reviewing and complying with the applicable Payment Processing Agreement and for all fees, charges, and other amounts imposed by the Payment Processor in connection with the payment processing services.

As a condition of enabling payment processing services, Customer shall provide accurate and complete information about Customer and its business and authorizes Fincent to share such information, together with transaction and other information reasonably necessary to facilitate the payment processing services, with the applicable Payment Processor in accordance with the Privacy Policy and applicable law.

Fincent may change or replace the Payment Processor from time to time. Where reasonably practicable, Fincent will provide Customer with advance notice of a material change in Payment Processor. Customer may be required to accept the applicable Payment Processor’s then-current terms and agreements in order to continue using the payment processing services.

Fincent does not control and is not responsible for the availability, approval, processing, settlement, fees, security, performance, or other acts or omissions of any Payment Processor, except to the extent directly caused by Fincent’s own acts or omissions.

7.6. Recurring Payments and Renewal. The Product may include functionality that enables Customer to make recurring payments for periodic Fees. By activating recurring payments, Customer authorizes Fincent and/or its payment processor to automatically charge the applicable payment method for all Fees and other amounts due under these Terms until the end of the applicable Term or until recurring payments are otherwise cancelled in accordance with these Terms.

Any update, cancellation, or change to a recurring payment instruction may take up to ten (10) business days to become effective. Customer remains responsible for any payments processed during this period.

7.7. Non-Renewal. Unless otherwise stated in the applicable Order Form or Subscription Plan, the Agreement will automatically renew for successive Renewal Terms in accordance with the applicable subscription.

To prevent renewal for the next Renewal Term, Customer must provide Fincent with written notice of its election not to renew at least fifteen (15) business days before the end of the then-current Term.

Providing notice of non-renewal does not terminate the current Term or relieve Customer of its obligation to pay any Fees due during the remainder of the current Term.

For example, if Customer has a one-year Initial Term and a Subscription Plan requiring twelve (12) monthly payments during the Initial Term, Customer must continue to make all monthly payments due during the Initial Term even if Customer provides notice of non-renewal. If Customer provides the required written notice at least fifteen (15) days before the end of the Initial Term, the Agreement will not renew and Customer will not be responsible for Fees applicable to the subsequent Renewal Term.

If Customer does not provide the required notice within the applicable fifteen (15)-day period, the Agreement will automatically renew for the next Renewal Term and Customer will be responsible for all Fees applicable to that Renewal Term.

7.8. Late Payment and Collection. If any Fees or other amounts payable by Customer are overdue or a payment is declined, Fincent may, without limiting any other rights or remedies available under these Terms:

(a) suspend or restrict Customer’s access to the Product or Services until all outstanding amounts are paid in full;

(b) require Customer to provide a valid alternative payment method;

(d) charge reasonable late fees, administrative fees, payment processing fees, or other costs reasonably incurred in connection with the collection of overdue amounts; and

(e) refer overdue amounts to a collections agency or other third party for collection after providing Customer with a final notice of the outstanding amount.

Fincent may charge interest on overdue amounts at a rate of 1.5% per month or the maximum rate permitted by applicable Law, whichever is lower, from the date the payment became due until the date payment is received in full.

Customer shall also be responsible for reasonable costs incurred by Fincent in recovering overdue amounts, including applicable collection costs, to the extent permitted by applicable Law.

Suspension or termination of the Product or Services for non-payment does not relieve Customer of its obligation to pay any Fees or other amounts accrued or payable before the effective date of suspension or termination.

7.9. Chargebacks and Payment Disputes. Customer shall first contact Fincent through the applicable support or billing channel and provide Fincent a reasonable opportunity to investigate and resolve any billing dispute before initiating a chargeback or payment reversal.

A dispute or chargeback relating to a particular Service, deliverable, billing period, or transaction shall be limited to the Fees actually attributable to that Service, deliverable, billing period, or transaction. Customer shall not initiate a chargeback against Fees for any other Service, deliverable, billing period, or transaction that is not the subject of the underlying dispute.

For Services subject to a specified review, correction, or deliverable period under this Agreement, Customer must raise any dispute concerning the applicable Service or deliverable within the applicable review period. In particular, where Section 1.7 provides Customer with 30 days from the end of the applicable billing period to identify errors or request corrections, Customer shall not initiate a chargeback relating to such Service or deliverable after the expiration of that 30-day period, except where the charge was unauthorized or where a longer period is required by applicable law.

Customer shall provide Fincent with reasonable details and supporting information regarding any disputed charge and cooperate in good faith with Fincent’s investigation and resolution of the dispute.

A chargeback or payment reversal that is initiated in violation of this Section does not relieve Customer of its obligation to pay the applicable Fees. To the extent permitted by applicable law, Customer shall also be responsible for reasonable costs and fees incurred by Fincent in responding to or resolving an improperly initiated chargeback.

Nothing in this Section limits Customer’s rights with respect to unauthorized transactions or any rights or remedies that cannot lawfully be waived or restricted.

8. Term and Termination

8.1. Subscription Term and Auto Renewal. The term of this Agreement will begin on the date Customer accepts these Terms, completes the applicable application or onboarding process, or creates or obtains a Customer Account, whichever occurs first (the “Effective Date”).

The initial subscription term will begin on the Effective Date and continue, unless terminated earlier in accordance with these Terms, for the subscription period selected by Customer at the time of activation, being either one (1) month or one (1) year (the “Initial Term”).

Unless otherwise specified in the applicable Order Form or Subscription Plan, the subscription will automatically renew at the end of the Initial Term for successive periods equal to the then-current subscription term (each, a “Renewal Term”). The Initial Term and all Renewal Terms together constitute the “Subscription Term.”

Customer acknowledges and agrees that no further action is required by either party for the subscription to renew. Upon each renewal, Customer authorizes Fincent and/or its payment processor to charge the applicable Fees for the Renewal Term using the payment method on file, in accordance with the applicable billing terms.

To prevent automatic renewal, Customer must provide Fincent with written notice of its election not to renew at least fifteen (15) days before the expiration of the then-current Subscription Term. If such notice is not received within the required period, the subscription will automatically renew for the applicable Renewal Term, and Customer will remain responsible for all Fees payable for that Renewal Term.

Non-renewal will take effect only at the end of the then-current Subscription Term and will not relieve Customer of any Fees or other amounts accrued or payable before the effective date of termination.

Fincent may modify the Fees applicable to a Renewal Term by providing Customer with reasonable advance notice. Any revised Fees will apply from the commencement of the applicable Renewal Term.

8.2. Termination/Cancellation.

8.2.1. Termination by Customer. Customer may stop using the Product or close its Customer Account at any time; however, such action will not, by itself, terminate this Agreement or Customer’s payment obligations.

Customer may terminate its subscription by providing Fincent with at least thirty (30) days’ prior written notice of its intention to terminate. Notice must be provided through the cancellation process specified by Fincent or by email to cancellation@fincent.com.

For Monthly Subscriptions, termination will become effective on the later of (a) the expiration of the thirty (30)-day notice period or (b) the last day of the then-current billing month.

For Annual Subscriptions, termination will become effective on the expiration of the thirty (30)-day notice period or, if later, the end of the then-current subscription term, unless otherwise agreed by Fincent in writing.

Customer will remain responsible for all Fees and other amounts accrued or payable through the effective date of termination, including any accrued but unbilled Fees, additional service fees, usage-based charges, or other amounts payable under these Terms.

Termination by Customer does not entitle Customer to a refund of any Fees already paid, except where expressly provided under these Terms or at Fincent’s sole discretion.

8.2.2. Termination by Fincent. Fincent may terminate this Agreement or Customer’s subscription by providing at least thirty (30) days’ prior written notice to Customer using the email address or other contact information provided in Customer’s Account or registration information.

Notwithstanding the foregoing, Fincent may suspend or terminate the Product or Services immediately, without providing thirty (30) days’ notice, where reasonably necessary due to Customer’s material breach of these Terms, non-payment of Fees, fraud, unlawful activity, security risks, or where continued provision of the Product or Services would violate applicable Law or expose Fincent or its service providers to material legal, regulatory, security, or other risk.

For Annual Subscriptions, if Fincent terminates the subscription for reasons other than Customer’s breach of these Terms, non-payment, fraud, unlawful activity, or other conduct attributable to Customer, Fincent will provide a pro-rated refund of prepaid Fees for the unused portion of the then-current subscription term. The refund will be calculated based on the number of whole calendar months remaining in the applicable subscription term.

Any termination by Fincent will become effective upon expiry of the applicable notice period, unless an earlier termination is permitted under these Terms.

Termination of the Agreement or subscription will not affect any rights, obligations, or liabilities that accrued before the effective date of termination, including Customer’s obligation to pay all outstanding amounts.

8.3. Transfer of Third-Party Accounts Upon Termination. Upon termination or expiration of the Services, Fincent will use commercially reasonable efforts to transfer or facilitate the transfer of any third-party accounting, ERP, financial management, payroll, or other software account maintained by Fincent on Customer’s behalf to the Customer or its designated administrator, including by assigning appropriate administrative or master administrator access, where supported by the applicable third-party provider.

Such transfer is intended to enable the Customer to continue maintaining the applicable account directly with the third-party provider and/or export its Customer Data and other User Content.

Customer acknowledges that any such transfer, continued access, subscription, functionality, or export of data is subject to the applicable third-party provider’s terms, policies, technical requirements, and procedures. Fincent does not guarantee that any third-party account or subscription can be transferred, that administrative access will be available, or that all Customer Data or User Content can be exported.

8.4. Survival. Sections 1.4, 3 through 7 (inclusive), 8.3 through 15 (inclusive) will survive the termination or expiration of these Terms.

9. Intellectual Property

Fincent expressly reserves all right, title, and interest in and to the Services, Fincent.com, the Fincent applications and platforms, software, technology, systems, APIs, integrations, workflows, processes, documentation, content, and all other materials made available or provided by Fincent in connection with the Services (collectively, “Fincent Materials”), together with all Intellectual Property Rights therein.

All right, title, and interest in the Fincent Materials, including any updates, enhancements, modifications, adaptations, translations, customizations, configurations, developments, or derivative works thereof, and all Intellectual Property Rights therein, will remain exclusively with Fincent or its licensors. Except for the limited rights expressly granted to Customer under this Agreement, nothing in this Agreement transfers or grants to Customer any ownership interest or other rights in the Fincent Materials or the Intellectual Property Rights therein.

The Fincent Materials may include or incorporate names, logos, trademarks, trade names, service marks, text, content, visual interfaces, interactive features, information, data compilations, computer code, software, products, services, designs, and other materials that are protected by applicable Intellectual Property Rights Laws in the United States and other jurisdictions.

Any third-party software, platforms, applications, APIs, integrations, content, or other materials made available through or in connection with the Services remain the property of their respective owners and licensors and are subject to their applicable terms and licenses. Nothing in this Agreement grants Customer any ownership of or rights in such third-party Intellectual Property Rights beyond those expressly provided by the applicable third party.

10. Customer Indemnification

Customer shall defend, indemnify, and hold harmless Fincent, its Affiliates, and each of their respective officers, directors, employees, contractors, representatives, licensors, service providers, and Third-Party Service Providers (collectively, “Fincent Indemnified Parties”) from and against any and all claims, actions, proceedings, liabilities, damages, losses, judgments, settlements, deficiencies, penalties, interest, costs, and reasonable attorneys’ fees and expenses arising out of or relating to:

(a) Customer’s breach of this Agreement, any Order Form, Subscription Plan, or other terms applicable to the Services;

(b) Customer’s breach or violation of any agreement, terms, or policies applicable to any Third-Party Service Provider, including any accounting, ERP, payment, payroll, tax, financial institution, or other third-party platform or service used in connection with the Services;

(d) Customer Data, User Content, Customer Instructions, or other information provided, submitted, uploaded, transmitted, or otherwise made available by or on behalf of Customer, including any claim that such content infringes, misappropriates, or otherwise violates any third party’s Intellectual Property Rights, privacy rights, or other rights;

(e) Customer’s use or misuse of the Services, Fincent Materials, Fincent.com, or any third-party service accessed through or in connection with the Services, including use in combination with any third-party product, service, software, application, API, or integration;

(f) any Transaction or financial transaction initiated, authorized, instructed, or otherwise undertaken by Customer or on Customer’s behalf through or in connection with the Services, including any dispute, claim, loss, penalty, or liability arising from such transaction;

(g) any act or omission of Customer, Customer Personnel, or any person accessing or using the Services through Customer’s Account or credentials;

(h) any dispute or claim between Customer and any third party, including Customer Personnel, vendors, employees, contractors, financial institutions, payment providers, tax authorities, or other service providers;

(i) any claim, investigation, assessment, or proceeding by any governmental, regulatory, or taxing authority arising from Customer’s business, transactions, tax obligations, financial activities, or Customer Data, except to the extent directly caused by Fincent’s breach of its express obligations under this Agreement;

(j) Customer’s failure to obtain or maintain any authorization, consent, license, permission, or right required for Customer Data or other information provided to Fincent or used in connection with the Services; or

(k) Customer’s use or misuse of any content, information, materials, or functionality made available through the Services, including any claim alleging infringement or violation of a third party’s rights.

Customer shall not be required to indemnify a Fincent Indemnified Party to the extent that the applicable claim, loss, or liability is finally determined to have resulted directly from Fincent’s gross negligence, willful misconduct, or material breach of this Agreement.

Fincent shall provide Customer with reasonably prompt written notice of any claim for which indemnification is sought, provided that any delay in providing notice will not relieve Customer of its indemnification obligations except to the extent Customer is materially prejudiced by the delay. Fincent may participate in the defense of any such claim with counsel of its choice at its own expense. Customer shall not settle any claim in a manner that imposes any admission of liability, obligation, restriction, or other liability on a Fincent Indemnified Party without Fincent’s prior written consent.

11. Representations and Warranties

11.1. Customer Representations and Warranties. Customer represents and warrants to Fincent that:

11.1.1. Authority. Customer has all necessary legal power and authority to enter into this Agreement, accept and perform its obligations hereunder, and, where applicable, enter into and perform under any agreement with a Third-Party Service Provider in connection with the Services. The individual accepting this Agreement on behalf of Customer is duly authorized to bind Customer to this Agreement.

11.1.2. Legal Capacity. Customer has the legal capacity and authority to enter into this Agreement and perform its obligations hereunder. If Customer is an entity, Customer is duly organized, validly existing, and in good standing under the Laws of its jurisdiction of organization, to the extent such concepts are applicable.

11.1.3. Business Use. Customer is a business, charitable organization, not-for-profit organization, or other organization eligible to use the Services and shall use the Services solely for legitimate business or organizational purposes and not for personal, household, or individual consumer purposes.

11.1.4. Account Ownership and Authority. Customer is the owner or authorized operator of the Customer Account and is not using or operating the Customer Account on behalf of, or for the benefit of, any undisclosed third party. Customer has all rights, permissions, and authorizations necessary to provide Customer Data, User Content, Customer Instructions, and other information to Fincent and to authorize Fincent to process and use such information in accordance with this Agreement.

11.1.5. Notification of Issues and Claims. Customer shall promptly notify Fincent through the designated support or communication channels of any material defect, error, unauthorized activity, security incident, or other material issue relating to the Services of which Customer becomes aware, and of any actual or threatened claim, proceeding, investigation, or demand against Fincent arising out of Customer’s use of the Services. Customer shall also promptly notify Fincent of any material defect, error, or issue relating to a Third-Party Service or Third-Party Service Provider used in connection with the Services.

11.1.6. Compliance with Laws. Customer’s use of the Services, Customer Data, User Content, Customer Instructions, and all activities conducted through the Customer Account shall comply with all applicable Laws and the terms of this Agreement and any applicable Third-Party Service Provider agreements.

11.1.7. Accuracy of Information. All information, records, documents, instructions, and other materials provided or made available by or on behalf of Customer to Fincent are, to Customer’s knowledge, accurate, complete, and not misleading in any material respect. Customer shall promptly update such information when it becomes inaccurate, incomplete, or outdated.

11.2. NO REPRESENTATIONS AND WARRANTIES BY FINCENT

11.2.1. Third-Party Content, Websites and Services. The Services may make available, display, link to, or facilitate access to content, information, products, services, software, applications, platforms, APIs, integrations, websites, or other materials provided by Third-Party Service Providers, other users, suppliers, advertisers, partners, or other third parties (collectively, “Third-Party Content and Services”).

Fincent does not control, verify, or endorse Third-Party Content and Services and, to the maximum extent permitted by applicable Law, is not responsible or liable for their accuracy, completeness, reliability, currency, suitability, quality, availability, security, or legality. Fincent assumes no responsibility for any unintended, objectionable, inaccurate, misleading, unlawful, or infringing content or materials made available by any third party, or for any violation of third-party rights arising from such content or materials.

The Services may include links to or integrations with websites, applications, software, platforms, financial institutions, payment providers, accounting or ERP systems, tax providers, payroll providers, or other services that are not operated or controlled by Fincent. Fincent is not responsible for the content, products, services, functionality, security, availability, performance, privacy practices, or other practices of such third-party services.

Customer acknowledges that use of or access to Third-Party Content and Services may expose Customer to content, products, services, or practices that Customer may consider objectionable, inaccurate, inappropriate, offensive, or otherwise unsuitable. Customer accesses and uses Third-Party Content and Services at its own risk and is responsible for reviewing and complying with the applicable third party’s terms of service, privacy policies, licenses, and other applicable terms.

Fincent makes no representation, warranty, endorsement, or guarantee regarding the quality, content, nature, reliability, availability, or performance of any Third-Party Content and Services, including any Third-Party Service Provider Services. The inclusion of a link, integration, API connection, or other means of access to a third-party service through the Services does not constitute or imply any endorsement, recommendation, sponsorship, partnership, or affiliation with the relevant third party, unless expressly stated otherwise.

Certain third-party services may be accessible through integrations or connections with the Services. Customer acknowledges that such integrations may depend on the third party maintaining compatible APIs, systems, functionality, permissions, and services. Fincent does not guarantee that any third-party integration or connection will remain available, compatible, uninterrupted, or error-free.

Some websites, applications, or services operated by Fincent or its Affiliates may be subject to separate terms, privacy policies, or other conditions. Customer is responsible for reviewing and complying with such terms before using those websites, applications, or services.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, FINCENT WILL NOT BE LIABLE FOR ANY LOSS, DAMAGE, CLAIM, OR OTHER LIABILITY ARISING OUT OF OR RELATING TO ANY THIRD-PARTY CONTENT OR SERVICES, INCLUDING ANY THIRD-PARTY WEBSITE, APPLICATION, PLATFORM, PRODUCT, SERVICE, INTEGRATION, API, OR THE CONTENT, MATERIALS, PRODUCTS, PRIVACY PRACTICES, SECURITY, OR OTHER PRACTICES OF ANY THIRD PARTY, EXCEPT TO THE EXTENT DIRECTLY CAUSED BY FINCENT’S OWN BREACH OF ITS EXPRESS OBLIGATIONS UNDER THIS AGREEMENT.

11.2.2. Warranty; Disclaimer

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES, FINCENT.COM, THE FINCENT APPLICATIONS, FINCENT MATERIALS, AND ALL CONTENT, INFORMATION, FEATURES, FUNCTIONALITY, APIs, INTEGRATIONS, AND OTHER MATERIALS MADE AVAILABLE THROUGH OR IN CONNECTION WITH THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, OR ACCURACY.

WITHOUT LIMITING THE FOREGOING, FINCENT DOES NOT WARRANT THAT:

(a) THE INFORMATION, CONTENT, REPORTS, DATA, OR OTHER MATERIALS AVAILABLE THROUGH THE SERVICES WILL BE COMPLETE, ACCURATE, RELIABLE, CURRENT, OR FREE FROM ERRORS;

(b) THE SERVICES OR ANY FEATURE OR FUNCTIONALITY THEREOF, INCLUDING ANY MECHANISMS FOR UPLOADING, DOWNLOADING, PROCESSING, TRANSMITTING, IMPORTING, EXPORTING, OR EXCHANGING DATA, WILL BE UNINTERRUPTED, SECURE, AVAILABLE AT ALL TIMES, OR FREE FROM ERRORS, DEFECTS, VULNERABILITIES, OR OTHER HARMFUL COMPONENTS;

(d) THE SERVERS, NETWORKS, SYSTEMS, OR OTHER INFRASTRUCTURE USED TO PROVIDE THE SERVICES WILL BE FREE FROM VIRUSES, MALWARE, OR OTHER HARMFUL COMPONENTS.

FINCENT DOES NOT WARRANT OR GUARANTEE THAT CUSTOMER DATA OR OTHER INFORMATION PROVIDED BY CUSTOMER WILL NEVER BE SUBJECT TO UNAUTHORIZED ACCESS, DISCLOSURE, ALTERATION, LOSS, DELETION, CORRUPTION, OR OTHER COMPROMISE. FINCENT WILL MAINTAIN REASONABLE ADMINISTRATIVE, TECHNICAL, AND ORGANIZATIONAL SAFEGUARDS AS DESCRIBED IN THIS AGREEMENT AND ITS APPLICABLE PRIVACY AND SECURITY POLICIES, BUT NO SYSTEM OR METHOD OF ELECTRONIC STORAGE OR TRANSMISSION CAN BE GUARANTEED TO BE COMPLETELY SECURE.

CUSTOMER ACKNOWLEDGES THAT THE QUALITY, COMPLETENESS, ACCURACY, AND TIMELINESS OF THE SERVICES AND OUTPUTS DEPEND, IN PART, ON THE QUALITY, COMPLETENESS, ACCURACY, AND TIMELINESS OF THE CUSTOMER DATA, DOCUMENTS, RECORDS, INSTRUCTIONS, AND OTHER INFORMATION PROVIDED OR MADE AVAILABLE BY CUSTOMER. FINCENT IS NOT RESPONSIBLE FOR ERRORS, OMISSIONS, DELAYS, OR OTHER CONSEQUENCES RESULTING FROM INACCURATE, INCOMPLETE, OUTDATED, OR MISLEADING CUSTOMER DATA OR CUSTOMER INSTRUCTIONS.

FINCENT DOES NOT GUARANTEE ANY PARTICULAR FINANCIAL, ACCOUNTING, TAX, BUSINESS, OR OTHER OUTCOME FROM USE OF THE SERVICES. CUSTOMER IS RESPONSIBLE FOR REVIEWING AND VERIFYING INFORMATION, REPORTS, BOOKKEEPING RECORDS, TAX-RELATED DELIVERABLES, TRANSACTION DETAILS, AND OTHER OUTPUTS BEFORE RELYING ON OR USING THEM FOR MATERIAL FINANCIAL, TAX, LEGAL, REGULATORY, OR BUSINESS PURPOSES.

FINCENT IS NOT RESPONSIBLE FOR THE AVAILABILITY, PERFORMANCE, ACCURACY, SECURITY, OR CONTINUITY OF ANY THIRD-PARTY PLATFORM, ERP, ACCOUNTING SOFTWARE, PAYMENT PROCESSOR, FINANCIAL INSTITUTION, API, INTEGRATION, TAX PROVIDER, OR OTHER THIRD-PARTY SERVICE, EXCEPT TO THE EXTENT EXPRESSLY PROVIDED IN THIS AGREEMENT.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, FINCENT, ITS AFFILIATES, AND ITS LICENSORS WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE ARISING FROM THE FAILURE, DELAY, CORRUPTION, OR LOSS OF CUSTOMER DATA OR OTHER USER CONTENT DURING TRANSMISSION, PROCESSING, STORAGE, IMPORT, EXPORT, OR EXCHANGE, OR FROM ANY UNAUTHORIZED USE OR DISTRIBUTION OF SUCH CONTENT BY A THIRD PARTY, EXCEPT TO THE EXTENT DIRECTLY CAUSED BY FINCENT’S BREACH OF ITS EXPRESS OBLIGATIONS UNDER THIS AGREEMENT.

CUSTOMER ACKNOWLEDGES AND AGREES THAT CUSTOMER RETAINS RESPONSIBILITY FOR CUSTOMER DATA AND OTHER CONTENT SUBMITTED TO OR THROUGH THE SERVICES, INCLUDING ENSURING THAT CUSTOMER HAS ALL NECESSARY RIGHTS, CONSENTS, AUTHORIZATIONS, AND PERMISSIONS TO PROVIDE SUCH CONTENT TO FINCENT AND TO PERMIT FINCENT TO PROCESS IT IN ACCORDANCE WITH THIS AGREEMENT.

NOTHING IN THIS SECTION LIMITS ANY WARRANTY OR OBLIGATION THAT CANNOT BE DISCLAIMED OR EXCLUDED UNDER APPLICABLE LAW.

Certain jurisdictions may not permit the exclusion or limitation of certain warranties, representations, conditions, or liabilities. Accordingly, some of the exclusions, disclaimers, or limitations set forth in this Agreement may not apply to Customer to the extent prohibited by applicable Law. Customer may have additional rights or remedies that vary by jurisdiction, and nothing in this Agreement is intended to limit any rights or remedies that cannot lawfully be limited or excluded.

12. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL FINCENT, ITS AFFILIATES, LICENSORS, SERVICE PROVIDERS, OR THIRD-PARTY SERVICE PROVIDERS, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, OR REPRESENTATIVES, BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, OR OTHER SIMILAR DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, OPPORTUNITY, DATA, USE, OR ANTICIPATED SAVINGS, OR THE COST OF OBTAINING SUBSTITUTE GOODS OR SERVICES, ARISING OUT OF OR RELATING TO THE SERVICES, THIS AGREEMENT, OR CUSTOMER’S USE OF OR INABILITY TO USE THE SERVICES, WHETHER BASED ON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT FINCENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, FINCENT’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE SERVICES, OR ANY CLAIM BY CUSTOMER SHALL NOT EXCEED:

(a) Accounting and Recurring Services. For bookkeeping, accounting, financial management, or other recurring Services provided on a monthly, quarterly, annual, or other recurring basis, the aggregate amount of Fees actually paid by Customer to Fincent for the particular Services giving rise to the claim during the three (3) months immediately preceding the event giving rise to the claim.

(b) Tax Services and One-Time Services. For Tax Services or any other one-time, project-based, or non-recurring Services, the aggregate amount of Fees actually paid by Customer to Fincent for the particular Service giving rise to the claim.

For purposes of applying the foregoing liability caps, Fees paid for one Service or category of Services shall not be aggregated with Fees paid for any other Service or category of Services that did not give rise to the applicable claim.

The limitations and exclusions in this Section apply regardless of whether Fincent has been advised of the possibility of such damages or losses and regardless of whether any limited remedy provided under this Agreement fails of its essential purpose.

Nothing in this Agreement shall exclude or limit liability to the extent such liability cannot be excluded or limited under applicable Law, including liability for fraud, willful misconduct, or any other liability that applicable Law prohibits the parties from limiting or excluding.

Some jurisdictions do not allow the exclusion or limitation of certain damages, including incidental or consequential damages, or the limitation of liability for certain types of claims. Accordingly, some of the limitations set forth above may not apply to Customer and shall apply only to the maximum extent permitted by applicable Law.

If Customer and Fincent enter into a separate written agreement, statement of work, Order Form, or other agreement specifically governing any particular Service, task, project, or engagement, the terms of such separate agreement shall prevail over these Terms to the extent of any conflict or inconsistency with these Terms.

Except as expressly stated in such separate agreement, these Terms shall continue to apply to the applicable Services and the relationship between Customer and Fincent.

13. Notices

Any notice required or permitted under this Agreement shall be in writing and shall be deemed duly given and effective: (a) when delivered personally; (b) upon transmission by email, provided that the sender does not receive a delivery failure or bounce-back notification; (c) one (1) business day after being sent by a recognized overnight courier service; or (d) three (3) business days after being sent by first-class mail, postage prepaid, to the applicable address specified below.

Notices to Fincent shall be sent to:

Fincent

Email: hello@fincent.com

Notices to Customer shall be sent to the mailing address or email address provided by Customer during registration, onboarding, or through the Customer Account, as updated by Customer from time to time.

Either Party may update its notice address or email address by providing written notice to the other Party in accordance with this Section. Fincent may also update its notice information by posting the updated information on Fincent.com or through the Customer Account.

Customer consents to receive notices, disclosures, statements, updates, and other communications from Fincent electronically, including by email, through the Customer Account, or through the Services. Electronic communications shall satisfy any legal requirement that such communications be in writing, to the extent permitted by applicable Law. Customer is responsible for maintaining a current and functional email address and for ensuring that communications from Fincent are not blocked or filtered by Customer’s email system.

Withdrawal of consent to receive electronic communications may limit or prevent Customer’s ability to use the Services where electronic communications are necessary for the operation, security, administration, or provision of the Services. Withdrawal of consent shall not affect the validity or enforceability of electronic communications previously provided.

Fincent shall not be responsible for delays, failures, or non-delivery of electronic communications caused by Customer’s email provider, internet service provider, telecommunications provider, network, device, spam or security filters, or other systems outside Fincent’s reasonable control.

Where Customer provides a mobile telephone number, Customer consents to Fincent sending text messages or other mobile communications for account verification, authentication, security alerts, service-related communications, and other purposes reasonably related to the Services. Standard carrier or telecommunications charges may apply and are the responsibility of Customer. Fincent is not responsible for delays or failures in delivery caused by mobile carriers, telecommunications networks, or other systems outside Fincent’s reasonable control.

14. Arbitration

PLEASE READ THIS SECTION CAREFULLY. IT REQUIRES MOST DISPUTES BETWEEN CUSTOMER AND FINCENT TO BE RESOLVED THROUGH BINDING INDIVIDUAL ARBITRATION AND LIMITS THE MANNER IN WHICH CUSTOMER MAY SEEK RELIEF.

If Customer has any dispute, claim, or disagreement with Fincent arising out of or relating to this Agreement, the Services, or Customer’s relationship with Fincent, Customer shall first contact Fincent’s support team and provide Fincent with a reasonable opportunity to resolve the matter through Fincent’s internal issue-resolution process.

If the dispute cannot be resolved through the internal resolution process, the dispute shall be finally and exclusively resolved through binding arbitration in Wilmington, Delaware, USA, in accordance with the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) then in effect, except as otherwise provided in this Section.

The arbitration shall be conducted in English before a single arbitrator who is a practicing commercial lawyer. The arbitrator shall apply the governing law specified in this Agreement and shall be bound by the applicable provisions of this Agreement, including its disclaimers, limitations of liability, and other contractual limitations. The arbitrator’s decision and award shall be final and binding on the parties, and judgment on the award may be entered in any court of competent jurisdiction.

To the maximum extent permitted by applicable Law, Customer and Fincent agree that any arbitration shall be conducted solely on an individual basis. Neither Customer nor Fincent may participate in or bring a claim as a plaintiff, claimant, class member, or representative in any purported class, collective, consolidated, or representative action or arbitration. The arbitrator shall have no authority to award relief to or against anyone other than the individual party seeking or defending the claim and shall have no authority to conduct a class, collective, or representative proceeding.

Nothing in this Section prevents either party from seeking temporary, preliminary, or permanent injunctive or equitable relief from a court of competent jurisdiction where reasonably necessary to protect its Intellectual Property Rights, Confidential Information, Customer Account, data, or other rights pending resolution of the underlying dispute through arbitration.

The arbitration shall take place in Wilmington, Delaware, USA, unless the parties agree otherwise in writing or the AAA rules or applicable Law require a different location or procedure. Each party shall be responsible for its own attorneys’ fees and costs, except as otherwise provided by the AAA rules, applicable Law, or the arbitrator’s award.

If any provision of this Section is determined to be unenforceable, the remaining provisions shall remain in full force and effect to the maximum extent permitted by applicable Law, except that if the prohibition on class, collective, or representative proceedings is found unenforceable, the relevant class, collective, or representative claim shall proceed only to the extent required by applicable Law.

Customer may opt out of the arbitration provisions set forth in this Agreement. If Customer properly opts out, neither Customer nor Fincent will be required to arbitrate disputes that would otherwise be subject to the Arbitration Agreement.

To opt out, Customer must provide Fincent with written notice within thirty (30) days after the date Customer first becomes subject to the Arbitration Agreement. The opt-out notice must clearly state that Customer does not agree to the Arbitration Agreement and elects to opt out. The notice must include Customer’s name, mailing address, telephone number, email address, and Customer Account or user login, if applicable, and must be signed by Customer or an authorized representative of Customer.

The opt-out notice must be sent to:

Fincent Inc.

Attn: Arbitration Opt-Out

38350 Fremont Blvd, #203

Fremont, CA 94536, USA

Email: hello@fincent.com

The opt-out procedure described in this Section is the exclusive method by which Customer may opt out of the Arbitration Agreement. If Customer does not provide a valid opt-out notice within the thirty (30)-day period, Customer will be deemed to have accepted and agreed to the arbitration provisions of this Agreement.

Opting out of arbitration will not affect any other provision of this Agreement or any other rights or obligations of Customer or Fincent.

Notwithstanding anything in these Terms to the contrary, Customer and Fincent agree that any amendment to the Arbitration Agreement, other than a change to a notice address, email address, or website link, shall not apply to any claim that was the subject of a legal proceeding commenced against Fincent before the effective date of such amendment.

If Fincent removes or terminates the Arbitration Agreement from these Terms, such removal or termination shall not become effective until thirty (30) days after the revised Terms without the Arbitration Agreement are posted on Fincent.com or otherwise made available to Customer.

Any removal or termination of the Arbitration Agreement shall not apply to any claim that was the subject of a legal proceeding commenced against Fincent before the effective date of such removal or termination. The Arbitration Agreement in effect when such proceeding was commenced shall continue to govern that claim.

15. Miscellaneous

14.1. Governing Law. These Terms and all claims (including procedural issues) between the parties are governed by the laws of California, excluding California’s conflict of laws rules.

14.2. Electronic Signatures and Records. Customer and Fincent agree that this Agreement and any Order Form, amendment, consent, authorization, notice, or other document or agreement entered into or delivered electronically in connection with the Services (collectively, “Electronic Documents”) may be executed and accepted electronically and, to the maximum extent permitted by applicable Law, shall have the same legal force and effect as a document executed by handwritten signature.

Customer agrees that an electronic signature, electronic acceptance, click-through acceptance, or other electronic indication of consent associated with an Electronic Document constitutes Customer’s valid and binding signature and evidences Customer’s intent to be bound by such Electronic Document.

Customer consents to the use of electronic records and electronic signatures for the creation, execution, delivery, acceptance, and retention of this Agreement and Electronic Documents. Customer acknowledges that the Agreement and Electronic Documents may be provided, accessed, accepted, and retained in electronic form and that Customer has the ability to access, download, print, or otherwise store such records for future reference.

This Agreement and Electronic Documents shall be governed by and interpreted in accordance with the Electronic Signatures in Global and National Commerce Act (E-SIGN Act), the Uniform Electronic Transactions Act (UETA), to the extent applicable, and other applicable Laws relating to electronic transactions, electronic records, and electronic signatures.

Customer agrees that Fincent may rely upon electronic signatures, electronic acceptances, and electronically submitted instructions or authorizations as evidence of Customer’s consent and authorization, subject to applicable Law.

If Customer withdraws consent to receive or execute documents electronically, Fincent may, to the extent permitted by applicable Law, suspend or discontinue electronic execution or delivery of documents and may require Customer to use an alternative method of execution or delivery.

14.3. Assignment. Customer may not assign or transfer this Agreement or any rights or obligations hereunder without Fincent’s prior written consent. Any assignment in violation of this Section shall be void.

Fincent may assign or transfer this Agreement without Customer’s consent, including in connection with a merger, acquisition, reorganization, change of control, or sale of all or substantially all of its assets.

This Agreement shall be binding upon and inure to the benefit of the parties and their permitted successors and assigns.

In connection with any such assignment or transfer, Fincent may transfer Customer Data, Account information, and payment information reasonably necessary to continue providing the Services, subject to applicable Law.

14.4. Licenses, Permits & Export Compliance. Customer shall timely obtain and maintain all licenses, permits, consents, approvals, registrations, and other governmental authorizations required for its use of the Services, Fincent Materials, and any related technology. Customer shall comply with all applicable domestic and foreign laws, regulations, and governmental requirements relating to such use, including applicable import, export, sanctions, and trade-control laws.

Customer shall not, directly or indirectly, export, re-export, transfer, transmit, or otherwise make available any regulated technology, software, or technical information provided through the Services to any country, person, or entity where such activity is prohibited or restricted under applicable law without obtaining all required governmental authorizations. Customer shall indemnify and hold harmless Fincent from any claims, penalties, costs, or expenses arising from Customer’s failure to comply with this Section.

14.5. International Data Transfers. If Customer is located in the European Union, European Economic Area, United Kingdom, or if the processing or transfer of Customer Data is subject to applicable data protection laws governing international transfers, Customer acknowledges and agrees that Customer Data may be transferred to, accessed from, and processed in countries outside the jurisdiction in which Customer is located, including the United States and other countries where Fincent, its affiliates, service providers, or Third-Party Service Providers operate.

Fincent shall conduct such transfers in accordance with applicable data protection laws and, where required, use appropriate safeguards or transfer mechanisms for such transfers.

14.6. Informal Resolution. Before initiating any formal proceeding or arbitration, Customer and Fincent shall each make reasonable efforts to resolve any dispute by providing written notice to the other party in accordance with the Notices section of this Agreement. The parties shall attempt in good faith to resolve the dispute within thirty (30) days after receipt of such notice. If the dispute is not resolved within that period, either party may proceed with the dispute resolution process set forth in this Agreement.

14.7. Exception to Arbitration. Either party may bring a lawsuit in the federal or state courts located in New York County, State of York solely for injunctive relief to stop unauthorized use or abuse of the Services or infringement of intellectual property rights without first engaging in the informal dispute notice process described above.

14.8. Entire Agreement; Amendment. These Terms, including our Privacy Policy and any the fee provisions referenced herein, contain the entire understanding of the parties with respect to the transactions and matters contemplated herein, supersede all previous communications, understandings and agreements (whether oral or written), and cannot be amended except by a writing signed by both parties or by our posting of an amended version of these Terms on our Services.

14.9. Waiver of Rights. Fincent’s failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly agent of Fincent.

14.10. Severability. If any provision of the agreement or the application thereof to any person or circumstance shall be invalid or unenforceable to any extent for any reason including by reason of any applicable law, the remainder of the agreement shall be valid and enforceable to the fullest extent permitted by applicable law.

14.11. Assignment. Customer may not assign or transfer this Agreement or any of its rights or obligations without Fincent’s prior written consent. Any assignment in violation of this Section is void.

Fincent may assign or transfer this Agreement, without Customer’s consent, in connection with any merger, acquisition, consolidation, reorganization, change in control, sale of all or substantially all of its assets, or similar transaction.

This Agreement shall be binding upon and inure to the benefit of the parties and their respective permitted successors and assigns.

14.12. Relationship Between Parties. The relationship between Customer and Fincent is that of independent contractors. Nothing in this Agreement creates or shall be construed to create any partnership, joint venture, agency, fiduciary, employment, or other similar relationship between the parties.

Customer has no authority to act on behalf of, bind, or incur any obligation for Fincent and shall not represent to any third party that it has such authority.

14.13. Headings. Captions and headings contained in the Agreement have been included for ease of reference and convenience and shall not be considered in interpreting or construing these Terms.

14.14. Interpretation. Except where the context expressly requires otherwise, (a) the use of the singular will be deemed to include the plural (and vice versa); (b) the words “include”, “includes”, “including” or “e.g.” will be deemed to be followed by the phrase “without limitation”; (c) the word “will” will be construed to have the same meaning and effect as the word “shall”; (d) the words “herein”, “hereof” and “hereunder”, or any word of similar import, will be construed to refer to the Terms in its entirety and not to any particular provision hereof, and (e) the term “or” will be interpreted in the inclusive sense commonly associated with the term “and/or”.

14.15. Third-party Beneficiaries. Except for Customer and Fincent, no person or entity shall have any right to enforce any provision of this Agreement or assert any claim or cause of action arising from or relating to this Agreement.

15. Definitions

For the purpose of these Terms:

“Affiliate” means any entity that directly or indirectly Controls, is Controlled by, or is under common Control with a party.

“AAA” has the meaning set forth in Section 14.

“Arbitration Agreement” has the meaning set forth in Section 14.

“Confidential Information” has the meaning set forth in Section 6.1.

“Control” means control of greater than 50% of the voting rights or equity interests of a party, or the power to direct the management or policies of a party.

“Effective Date” means the date on which Customer accepts or becomes bound by this Agreement, including by clicking or otherwise electronically accepting these Terms, completing the registration or onboarding process, or, where applicable, the effective date specified in an Order Form.

“Feedback” has the meaning set forth in Section 5.9.

“Fees” has the meaning set forth in Section 7.1.

“Fincent User” means a user of any Services that has a subscription to those Services.

“Initial Term” has the meaning set forth in Section 8.1.

“Invoice Recipient” means a user that receives one or more invoices from any Fincent User and may initiate a financial transaction, such as a payment, in response to receiving such invoice(s).

“Order Form” means the ordering document or website page, in each case, used to place an order for the Services.

“Notice Period” has the meaning set forth in Section 8.2.1.

“Payment Processing Agreement” has the meaning set forth in Section 7.5.

“Payment Processing Services” has the meaning set forth in Section 2.2.

“QuickBooks” has the meaning set forth in Section 2.1.

“Registration Information” has the meaning set forth in Section 1.5.

“Renewal Term” has the meaning set forth in Section 8.1.

“Services” has the meaning set forth in the preamble.

“Term” has the meaning set forth in Section 8.1.

“Terms” has the meaning set forth in the preamble.

“User Content” means any data, information, records, documents, files, instructions, communications, or other content submitted, uploaded, transmitted, stored, generated, or otherwise made available through the Services by Customer, at Customer’s direction, or on Customer’s behalf in connection with the Services.

Last Updated: August 01^st, 2026