Terms of Service Agreement

This Terms of Service Agreement (this "Agreement") governs access to and use of the FirmAura Service (as defined in Section 1). This Agreement is a legally binding contract between FirmAura, Inc., a Florida corporation ("FirmAura" or "Company"), and the person or entity on whose behalf access to the FirmAura Platform and Services is obtained, as specified in the applicable Order Form ("you" or "Customer").

FirmAura provides automated tax accounting and tax planning software designed for small businesses, marketplaces, and merchants. The FirmAura Platform enables tax firms to automate tax accounting workflows, access real-time data pipelines, perform tax planning, and streamline financial close processes.

Please contact FirmAura at founders@firmaura.ai with any questions about this Agreement.

"Authorized Users" means Customer's employees, contractors, representatives, and agents authorized by Customer to use the FirmAura Platform or Services.

"Customer Data" means all financial records, transaction data, reconciliation files, reports, and other data uploaded, submitted, or processed through the FirmAura Platform or Services by Customer or its Authorized Users.

"Documentation" means FirmAura's then-current technical and functional documentation for the Platform.

"FirmAura Platform or Services" means the FirmAura Platform, Services, Documentation, Support, and any Implementation Services provided to Customer under this Agreement on a subscription basis.

"Intellectual Property Rights" means patents, trademarks, copyrights, trade secrets, know-how, and all other intellectual property rights existing now or hereafter, and all derivatives, renewals, and extensions thereof.

"Order Form" means any written or electronic order, sign-up flow, or registration form referencing this Agreement and specifying the applicable subscription.

"Output" means any reconciliation reports, summaries, analytics, or other results generated by the Platform using Customer Data.

"Platform" means FirmAura's proprietary cloud-based financial reconciliation and automation software platform, including all updates, enhancements, and modifications thereto.

"Subscription Term" means the term of Customer's subscription as specified in the applicable Order Form and any renewals pursuant to Section 8.

"Usage Parameters" means the maximum number of permitted users, seats, transaction volumes, data throughput limits, or other parameters specified in the applicable Order Form.

2.1 Subscriptions

The FirmAura Platform or Services are provided on a subscription basis for the Subscription Term specified in the Order Form, in accordance with the subscription tier purchased.

2.2 Right to Access the Platform

Subject to the terms of this Agreement (including timely payment of fees), FirmAura grants Customer a personal, non-exclusive, non-sublicensable, non-transferable limited right, during the Subscription Term, to access and use the Platform solely for Customer's own internal business purposes, in accordance with this Agreement, the Documentation, and applicable Usage Parameters.

2.3 Trials

If Customer obtains access on a trial basis as set forth in an Order Form, Customer's use is solely for internal evaluation. Unless Customer purchases a paid subscription before the Trial Period expires, this Agreement will automatically terminate, and Customer's access will end. Trial access is subject to all terms of this Agreement.

2.4 Integrations and Third-Party Services

The Platform may support integrations with third-party financial data sources, APIs, and services (e.g., banking APIs, ERP systems, cloud storage). Customers' use of any such third-party integrations is governed solely by the applicable third-party terms. FirmAura does not endorse, warrant, or assume liability for any third-party integrations, their data handling practices, or any loss arising from Customer's reliance on them.

2.5 Beta Features

FirmAura may offer beta, pilot, or preview features ("Beta Features") clearly designated as such. Beta Features are provided AS-IS without support or warranty. FirmAura may modify or discontinue Beta Features at any time. Customer shall not access Beta Features if it is a direct competitor of FirmAura without FirmAura's prior written consent.

2.6 Open Source Components

The Platform may include open-source software components licensed under separate open-source licenses. Such components are not subject to the grants in Section 2.2 and are governed by their applicable open-source license terms, which are available on FirmAura's open-source disclosure page.

2.7 Prohibited Uses

Customer agrees it will not, and will not permit any Authorized User or third party to:

• Access or use the FirmAura Platform or Services in a manner that circumvents contractual usage restrictions or exceeds Usage Parameters;
• Use the Platform or Output to develop, train, or improve competing products or services, or for benchmarking purposes;
• Represent any Output as approved, endorsed, or verified by FirmAura or any financial regulator;
• License, sublicense, sell, resell, rent, lease, transfer, or otherwise make the FirmAura Platform or Services available to third parties;
• Reverse engineer, decompile, disassemble, or attempt to derive source code or trade secrets from the FirmAura Service;
• Upload, generate, or transmit Customer Data that infringes any third-party rights or violates any applicable law, regulation, or financial compliance requirement;
• Upload any data that constitutes Prohibited Data (as defined in Section 3.5) or that Customer does not have the right to process;
• Interfere with or disrupt the integrity, performance, or security of the FirmAura Service or its underlying infrastructure;
• Attempt to gain unauthorized access to the FirmAura Service, its systems, or networks;
• Use the FirmAura Service in violation of any applicable financial regulation, including BSA/AML, GLBA, GDPR, CCPA, or SOC 2 requirements;
• Use the FirmAura Service to store or transmit malicious code, malware, or unsolicited communications; or
• Remove, alter, or obscure any proprietary rights notices of FirmAura or its licensors.

2.8 Support and Implementation Services

FirmAura will use commercially reasonable efforts to provide Customer remote technical support via email and the FirmAura support portal during normal business hours. To request support, contact support@firmaura.ai. Implementation, onboarding, and professional services may be provided as specified in an Order Form or separate written agreement.

2.9 Changes and Modifications

FirmAura reserves the right to modify the FirmAura Service at any time to comply with applicable law or maintain or enhance quality, performance, or competitive standing. FirmAura will provide reasonable advance notice of material changes that adversely affect Customer's use.

2.10 Suspension or Termination

FirmAura may suspend or terminate Customer's access without liability if: (a) required by law, government order, or court order; (b) FirmAura reasonably believes Customer has exceeded authorized use, engaged in fraudulent or unlawful activity, or poses an imminent security risk to the FirmAura Service or its customers; or (c) this Agreement or any Subscription Term expires or is terminated.

3.1 License to Customer Data

Customer grants FirmAura a worldwide, royalty-free, non-exclusive license to process and use Customer Data solely to the extent necessary to provide the FirmAura Service and as otherwise expressly permitted in this Agreement.

3.2 Use of Output

Customer acknowledges that: (a) Output is generated through automated data processing and may not always be accurate, complete, or current; (b) Customer is solely responsible for evaluating and validating Output for its specific financial use cases; and (c) Output does not constitute financial, legal, or regulatory advice.

3.3 Responsibility for Customer Data

Customer is solely responsible for the legality, reliability, accuracy, and appropriateness of all Customer Data. Customer represents and warrants that: (a) Customer owns or has all necessary rights to the Customer Data uploaded through the FirmAura Service; and (b) Customer Data does not violate any third-party rights or applicable laws, including financial data privacy laws.

3.4 Personal Data

To the extent Customer Data includes personally identifiable information or personal data as defined under applicable Data Protection Laws (including GDPR, CCPA, or GLBA), Customer is the controller or business with respect to such Personal Data, and FirmAura is the processor or service provider acting on Customer's behalf. FirmAura will process Personal Data only as described in this Agreement and its Privacy Policy. Customer represents it has obtained all necessary consents and authorizations to transmit such data. The parties agree to execute an applicable Data Processing Addendum, as required by applicable law.

3.5 Prohibited Data

Customer will not provide Prohibited Data to FirmAura. "Prohibited Data" means: (a) government-issued identification numbers (e.g., Social Security Numbers, passport numbers, driver's license numbers); (b) full payment card numbers (other than the last four digits); (c) health, genetic, or biometric information; (d) racial, ethnic, political, or religious data, trade union membership, or criminal records; (e) account passwords or authentication credentials; or (f) any data Customer is not authorized to process or that falls within "special categories" under applicable Data Protection Laws. FirmAura has no liability for Prohibited Data submitted by Customer.

4.1 Accounts

Customer must register an account to use the FirmAura Service and agrees to provide accurate, current, and complete account registration information. Customer will not create an account using false information or permit unauthorized third parties to use its account.

4.2 Account Security

Customer is solely responsible for maintaining the confidentiality of its account credentials and is liable for all activities under its account. Customer must notify FirmAura immediately at security@firmaura.ai upon becoming aware of any unauthorized access.

4.3 Administrators and Permissions

The customer may designate administrators to manage its account and Authorized Users. Customer is solely responsible for all administrator actions and for ensuring Authorized Users comply with this Agreement. Non-compliance by any Authorized User shall be deemed a breach by Customer.

4.4 Financial Data Compliance

Customer is solely responsible for ensuring its use of the FirmAura Service complies with all financial regulations applicable to Customer's industry and jurisdiction, including but not limited to: Bank Secrecy Act/Anti-Money Laundering (BSA/AML), Gramm-Leach-Bliley Act (GLBA), Payment Card Industry Data Security Standards (PCI-DSS), GDPR, CCPA, and any applicable exchange or clearing house rules. FirmAura does not provide regulatory compliance advice and Customer should consult qualified legal counsel.

5.1 FirmAura Security Obligations

FirmAura maintains an information security program aligned with SOC 2 Type II principles. FirmAura will implement and maintain industry-standard technical and organizational measures designed to prevent unauthorized access to, disclosure of, or destruction of Customer Data stored within FirmAura systems. FirmAura will notify Customer within a reasonable amount of time of becoming aware of a confirmed security incident involving Customer Data, and will provide: (a) the known or suspected cause and scope; (b) categories of Customer Data affected; (c) known unauthorized recipients; and (d) remediation steps taken.

5.2 Customer Security Responsibilities

Customer retains sole responsibility for: (a) the security of Customer's own IT infrastructure, systems, and networks; (b) the security and proper use of account credentials; (c) adherence to applicable backup and recovery procedures for Customer Data; and (d) encrypting or pseudonymizing sensitive Customer Data before transmission where appropriate.

6.1 Subscription Fees

Customer shall pay the subscription fees specified in the applicable Order Form ("Subscription Fees"). Fees remain fixed during the Subscription Term unless Customer exceeds Usage Parameters or upgrades are billed on a pro-rated basis.

6.2 Support and Implementation Fees

Standard support is included in Subscription Fees. Additional or enhanced support fees, and any Implementation Services, are subject to fees specified in the applicable Order Form.

6.3 Payment Terms

Unless otherwise set forth in an Order Form: (a) Subscription Fees are due at Order Form submission and at the start of each renewal term, billed automatically to Customer's payment method on file; and (b) invoiced fees are payable within thirty (30) days of invoice date. Customer authorizes FirmAura to bill its selected payment method for all applicable fees and taxes. Amounts not timely paid accrue interest at 1.5% per month (or the maximum lawful rate). All fees are non-refundable and payable in U.S. dollars.

6.4 Taxes

Fees exclude applicable taxes, levies, and duties. Customer is responsible for all taxes (other than FirmAura income taxes) arising from the FirmAura Service, including VAT, sales tax, use tax, and withholding taxes.

6.5 Trial and Promotional Offers

Trial and promotional periods are subject to the terms specified by FirmAura. Upon expiration of any trial or promotion, continued use of the FirmAura Platform and Services requires payment of Subscription Fees. Unused promotions expire upon account termination.

6.6 Fee Changes

FirmAura may change fees with advance written notice to Customer. Fee changes take effect at the start of the next Subscription Term.

7.1 Customer Data and Output

As between the parties, Customer retains all right, title, and interest in Customer Data and Output generated from Customer Data. Customer acknowledges that Output may not be unique to Customer or known across all users of the Platform.

7.2 Usage Data

FirmAura may collect, process, and use technical logs, metrics, and analytics relating to the operation and delivery of the FirmAura Service ("Usage Data"), excluding Customer Data. FirmAura may create aggregated, anonymized, or de-identified data derived from Usage Data ("De-Identified Data") and use it for any lawful business purpose, including improving the FirmAura Service. FirmAura owns all Usage Data and De-Identified Data.

7.3 FirmAura Proprietary Rights

FirmAura and its licensors retain all right, title, and interest in and to the FirmAura Platform and Services, Documentation, trademarks, logos, and all modifications, updates, and enhancements thereto, and all intellectual property rights therein. No implied licenses are granted. All rights not expressly granted are reserved by FirmAura.

7.4 Feedback

If Customer provides suggestions or feedback regarding the FirmAura Service, Customer grants FirmAura a perpetual, irrevocable, royalty-free, worldwide license to use and exploit such feedback for any purpose without restriction or compensation.

8.1 Term

This Agreement commences on the date Customer first accepts it and continues until all Subscription Terms have expired or been terminated.

8.2 Subscription Term

Each Subscription Term commences on the start date specified in the Order Form and, unless otherwise specified, automatically renews for successive terms equal to the initial Subscription Term unless either party provides written notice of non-renewal at least thirty (30) days before the end of the then-current term.

8.3 Termination

(a) Customer may terminate this Agreement for convenience upon thirty (30) days prior written notice to founder@firmaura.ai. All remaining and unpaid Subscription Fees become immediately due; prepaid fees are non-refundable.

(b) Either party may terminate immediately upon written notice if the other party: (i) materially breaches this Agreement and fails to remedy such breach within thirty (30) days of receiving written notice; or (ii) becomes insolvent, files for bankruptcy, insolvency, or similar proceedings not dismissed within forty-five (45) days, or makes an assignment for the benefit of creditors.

8.4 Effect of Termination

Upon termination: (a) all Customer and Authorized User access rights immediately terminate; (b) FirmAura's obligation to perform Implementation Services terminates, except Customer remains responsible for FirmAura's unaccrued recurring services; and (c) Customer must pay all unpaid fees through the effective date of termination. FirmAura will securely delete Customer Data within sixty (60) days after the effective date of termination, except as required by law and following Customer's instructions. FirmAura subscribers have thirty (30) days following termination to export Customer Data from the Platform.

8.5 Survival

The following Sections survive expiration or termination: 1, 5, 6, 7.3, 7.4, 8, 9, 10, 11, 12, and 14.

9.1 Definition

"Confidential Information" means: (a) with respect to FirmAura: the Platform, Documentation, Beta Features, Feedback, and all non-public technical and business information concerning the FirmAura Platform and Services; and (b) with respect to Customer: non-public Customer Data and financial information. All confidential business information shall always remain confidential.

9.2 Use and Protection

Each receiving party will: (a) use Confidential Information only to fulfill its obligations or exercise its rights under this Agreement; (b) not disclose Confidential Information to third parties without prior written consent; and (c) protect Confidential Information with at least the same care as the receiving party uses to protect its own Confidential Information, but no less than reasonable care. Disclosure to advisors, contractors, or affiliates is permitted provided they are bound by confidentiality obligations no less protective than this Section 9.

9.3 Exclusions

Confidentiality obligations do not apply to information that: (a) is or becomes publicly known through no fault of the receiving party; (b) the receiving party already lawfully knew without confidentiality obligations; (c) is rightfully received from a third party without restriction (with proof of legitimate transfer); or (d) is independently developed by the receiving party without reference to the disclosing party's information. Disclosure required by law or court order is permitted provided the receiving party gives prompt prior notice to enable the disclosing party to seek a protective order.

10.1 Indemnification by FirmAura

FirmAura shall defend or settle any third-party claim against Customer alleging that Customer's authorized use of the Platform infringes or misappropriates a third party's Intellectual Property Rights, and shall pay any resulting damages finally awarded. If Customer's use of the Platform may be enjoined, FirmAura may, at its option: (a) obtain a license for the affected portion; (b) modify the affected portion to avoid infringement; or (c) terminate the affected portion. FirmAura has no obligation under this Section for claims arising from: (i) Customer modifications; (ii) Third-Party Integrations; (iii) combination with non-FirmAura products; (iv) Customer Data or Output; (v) use outside the scope of this Agreement; or (vi) Beta Features or free/trial versions. This Section 10.1 is the Customer's sole and exclusive remedy for intellectual property infringement claims.

10.2 Indemnification by Customer

Customer shall indemnify, defend, and hold harmless FirmAura and its affiliates, officers, directors, employees, and agents from and against any third-party claims and losses arising from or related to: (a) Customer's breach of this Agreement; (b) Customer Data or Output, including any allegation of violation of applicable law or third-party rights; (c) Customer's violation of any financial regulation, data protection law, or third-party right; (d) Customer's or Authorized Users' misuse of the FirmAura Service; or (e) Customer's use of any third-party integrations.

10.3 Procedure

The indemnified party shall: (a) promptly notify the indemnifying party in writing of any claim (delay does not excuse indemnifying party unless prejudiced); (b) give the indemnifying party sole control of the defense; and (c) cooperate reasonably at the indemnifying party's sole expense. No settlement may include admission of liability by the indemnified party without its written consent. The indemnified party may participate with its own counsel at its own expense.

12.1 Exclusion of Consequential Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA, BUSINESS, OR GOODWILL, COST OF SUBSTITUTE SERVICES, OR BUSINESS INTERRUPTION, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12.2 Damages Cap

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING UNDER OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER TO FIRMAURA FOR THE FIRMAURA SERVICE DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY. FOR BETA FEATURES OR FREE/TRIAL ACCESS, LIABILITY IS CAPPED AT $100.00 ("STANDARD CAP").

12.3 Excluded Claims

THE FOREGOING LIMITATIONS DO NOT APPLY TO: (A) BREACHES OF SECTION 9 (CONFIDENTIALITY); (B) FIRMAURA'S OBLIGATIONS UNDER SECTION 5.1 (SECURITY); (C) CUSTOMER'S OBLIGATIONS UNDER SECTION 2.7 (PROHIBITED USES) OR SECTION 5.2 (CUSTOMER SECURITY RESPONSIBILITIES); OR (D) EITHER PARTY'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 10 (COLLECTIVELY, "EXCLUDED CLAIMS"). FIRMAURA'S TOTAL AGGREGATE LIABILITY FOR EXCLUDED CLAIMS SHALL NOT EXCEED TWO TIMES (2X) THE STANDARD CAP.

12.4 Basis of the Bargain

The parties agree that these limitations represent a reasonable allocation of risk and that FirmAura would not provide the FirmAura Platform and Services absent such allocation. These limitations apply even if any limited remedy fails of its essential purpose.

FirmAura may modify this Agreement at any time. Material changes will be communicated to the Customer by email with reasonable advance notice. If the Customer does not agree to the Material Changes:

• Free or trial customers must terminate their subscription before the effective date of the Material Changes.
• Paid customers may: (a) object in writing to founders@firmaura.ai, in which case the prior version remains in effect until the end of the then-current Subscription Term (not including renewals), after which the updated version applies; or (b) terminate this Agreement by written notice, provided all outstanding fees become immediately due.

Continued use of the FirmAura Platform and Services after the effective date of any change constitutes acceptance of the updated Agreement.

14.1 Governing Law and Venue

This Agreement is governed by the laws of the State of Florida, without regard to conflicts of law principles. Any legal action or proceeding must be instituted in the state or federal courts located in Orlando, Florida, and each party irrevocably submits to the exclusive jurisdiction of such courts. The prevailing party in any action to enforce this Agreement is entitled to recover reasonable attorneys' fees and costs.

14.2 Publicity

Customer agrees that FirmAura may identify Customer by name and logo as a customer of the FirmAura Service on FirmAura's website and in marketing materials, subject to Customer's then-current customary brand guidelines.

14.3 Assignment

Customer may not assign its rights or obligations under this Agreement without FirmAura's prior written consent. Any purported assignment in violation of this Section is void. FirmAura may freely assign this Agreement in connection with a merger, acquisition, or sale of all or substantially all of its assets. This Agreement binds the parties and their permitted successors and assigns.

14.4 Severability and Waiver

If any provision is held invalid or unenforceable, the remaining provisions continue in full force. Failure to enforce any provision does not constitute a waiver of future enforcement.

14.5 Notices

All notices required under this Agreement shall be in writing and sent by email (with confirmation) or certified mail. Notices to FirmAura: founders@firmaura.ai. Notices are deemed delivered upon confirmed email transmission or five (5) business days after mailing.

14.6 Consent to Electronic Notices

Customer consents to receiving electronic communications from FirmAura, including notices, updates, and support communications, via email or through the FirmAura Service interface.

14.7 Third-Party Rights

This Agreement does not create any third-party beneficiary rights.

14.8 Entire Agreement

This Agreement, together with all Order Forms, constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior agreements, representations, and understandings. Section headings are for reference only.