Last updated: Sept 24, 2026

These Terms of Service (the "Agreement") govern Customer's access to and use of the Subscription Services and are between Authlayer, Inc., a Delaware corporation operating the Finlens platform ("Finlens"), and the entity or person agreeing to them ("Customer"). By clicking “I Accept,” checking a box indicating acceptance, creating an account, or accessing or using the Subscription Services, Customer agrees to be bound by this Agreement.

Customer may access and use the Subscription Services solely for business or commercial purposes. The Subscription Services are not offered to, and may not be used by, individuals acting as consumers for personal, family, or household purposes. If Customer is an individual, Customer represents that it is acting on behalf of a business (including as a sole proprietor) in a commercial capacity and that it is at least 18 years of age or the age of majority where it resides. If an individual accepts this Agreement on behalf of an entity, that individual represents that they have authority to bind the entity, and "Customer" refers to that entity.

This Agreement becomes binding on the date Customer first clicks "I Accept," checks a box, or takes a similar action referencing this Agreement, or the date Customer first accesses or uses the Subscription Services, whichever is earliest (the “Effective Date”). Capitalized terms have the meanings given in Section 13.

Order of Precedence. This Agreement consists of this body, and any Order Form, Schedules, and policies incorporated by reference. The Finlens Data Processing Addendum (“DPA”), available at https://finlens.app/dpa , is incorporated by reference and governs the Processing of Personal Data. In the event of a conflict, the following order of precedence controls (highest first): (1) the DPA, as to the Processing of Personal Data; (2) the applicable Order Form or online plan selection; (3) this Agreement body; (4) the Schedules and incorporated policies (including the Support terms, Service Level Agreement, and Acceptable Use Policy); and (5) the Documentation and pricing page, which are informational only. An invoice records billing details only and does not modify this Agreement or any Order Form.

1. Grant of Rights and Restrictions

1.1 Access and License. Subject to this Agreement, Finlens grants Customer a non-exclusive, non-transferable right to access and use the Cloud Service for Customer's business purposes. This includes use by an accounting, bookkeeping, or advisory firm to provide services to the firm's own clients, and use of Customer's workspaces on behalf of those clients. Customer is responsible for its Authorized Users' compliance with this Agreement.

1.2 Customer Data. By submitting Customer Data to the Cloud Service, Customer instructs Finlens, its Affiliates, and its Subprocessors to Process Customer Data to provide the Cloud Service, including parsing and structuring transaction data, categorizing transactions, generating accounting entries and schedules, performing reconciliation, calculating revenue and other journal entries, and syncing data to Customer's connected accounting systems. Customer is solely responsible for the accuracy, quality, legality, and its right to use the Customer Data, and represents that it is entitled to transfer the Customer Data to Finlens so that Finlens and its Subprocessors may lawfully Process it on Customer's behalf. Where Customer connects data belonging to its own clients, Customer represents that it is authorized to do so and to act as the controlling party for that data as between the parties.

1.3 Scope of Data Collected. Finlens uses a third-party Subprocessor to parse bank and financial statements. Finlens does not store banking login credentials or full payment card numbers. From statements, Finlens parses and stores transaction data, which may include vendor name, payee name, memo descriptions, and transaction amount ("Transaction Data"). Finlens also stores other Customer Data that Customer provides or authorizes Finlens to retrieve, including general-ledger data and Stripe data as described in Section 1.4. Finlens does not use Customer Data to train, improve, or develop artificial-intelligence or machine-learning models.

1.4 Connected Services. The Cloud Service allows Customer to connect Third Party Products, including QuickBooks Online ("QBO"), Stripe, corporate-card and spend-management platforms, and bank or financial-institution data feeds ("Connected Services"). Customer's use of Connected Services is at its own risk and subject to the applicable provider's terms and privacy policies. When Customer connects QBO, Finlens fetches Customer's general ledger ("GL") and other authorized accounting records and stores them in Finlens's cloud databases in the United States. When Customer connects Stripe, Finlens uses the associated data to calculate revenue and other journal entries. Finlens does not use GL data, Stripe data, or other Connected Services data to train, improve, or develop AI or machine-learning models. Finlens does not support, and does not guarantee ongoing integration with, Connected Services that are not a native part of the Cloud Service.

1.5 Personal Data; Excluded Data. Customer acknowledges that Customer Data submitted in the ordinary course (such as vendor, payee, and counterparty names) may contain personal data, which Finlens Processes solely as Customer's processor under the Data Processing Addendum referenced in Section 5.8. Customer shall not provide Finlens with any data subject to heightened legal requirements ("Excluded Data"), including Social Security and other government identification numbers; protected health information under HIPAA; cardholder data under the PCI Data Security Standard; and special categories of personal data under applicable law. Ensuring no Excluded Data is submitted is Customer's sole responsibility, and Finlens has no liability for Excluded Data submitted by or on behalf of Customer. With respect to Account Data, the parties are independent controllers.

1.6 Support and Maintenance. Support and Maintenance Services are provided only where Customer's Order Form or plan includes them, and are described in Schedule A. Customer shall provide Finlens with the access reasonably necessary to resolve issues Customer raises. Where Customer's plan does not include Support and Maintenance Services, Finlens may provide support on an as-available basis, with no committed response times and no obligation to provide, continue, or maintain such support.

1.7 Service Levels. For Customers on an Enterprise Plan, Finlens will make the Cloud Service available as described in the Service Level Agreement in Schedule B. No availability commitment or service credit applies to other plans.

1.8 Responsibilities. Customer shall not, directly or indirectly: (a) permit anyone other than Authorized Users to access the Subscription Services; (b) attempt to gain unauthorized access to the Subscription Services or related systems; (c) use the Subscription Services to access Finlens's intellectual property except as permitted; (d) modify, copy, or create derivative works from the Subscription Services; (e) resell, distribute, or make the Subscription Services available to any third party, except that Customer may use the Subscription Services to provide accounting, bookkeeping, or advisory services to Customer's own clients as contemplated by Section 1.1; (f) reverse engineer or attempt to discover the source code of the Subscription Services, or use them to build competing products or perform competitive analysis; (g) remove or alter any proprietary notice; (h) send or store Malicious Code; (i) use the Subscription Services in violation of applicable law; (j) use the Subscription Services for personal, family, or household purposes; or (k) circumvent usage limits or per-entity pricing, including by sharing or rotating a subscription across unaffiliated entities or connecting more accounting entities than Customer is entitled to connect. Customer shall comply with the Finlens Acceptable Use Policy, incorporated by reference.

1.9 Suspension. Finlens may investigate potential violations of Section 1.8 and may suspend Authorized Users reasonably suspected of a violation for as long as reasonably necessary to address it. Except where Finlens reasonably believes a violation is willful or a situation is urgent, Finlens will notify Customer in advance and work in good faith to resolve the matter.

1.10  Trial Periods.   Finlens may offer the services without fees for a free trial period as specified on its website.  During the trial period, Customer shall be subject to all of the applicable terms and conditions of this Agreement (other than the terms related to payment), but shall have no rights to enforce any claims against Finlens.  Finlens may revoke or cancel the trial period in its sole discretion for any reason or no reason.  

2. Payment of Fees

2.1 Fees. Customer will pay all fees set forth in the applicable Order Form or plan selection (the "Fees"). Except as expressly stated in this Agreement, payment obligations are non-cancelable and Fees are non-refundable, and refunds are otherwise at Finlens's sole discretion. Renewal terms, any price increases, and any cap on such increases are as set out in the applicable Order Form; where none is specified, an online or self-serve subscription renews at Finlens's then-current rates until cancelled. If Customer exceeds the user or usage limits in an Order Form, Customer will pay for the additional usage on a pro-rated basis for the remainder of the then-current term.

2.2 Invoices and Payments. Finlens will invoice Customer, or charge Customer's provided payment method, for all Fees at the beginning of the applicable billing cycle. Unless otherwise stated, payment is due within 30 days of the invoice date. Customer is responsible for providing accurate billing information. If Customer believes an invoice is incorrect, Customer must notify Finlens in writing within 30 days of the invoice date to be eligible for an adjustment or credit.

2.3 Late Payments. Overdue amounts not subject to a reasonable, good-faith dispute may accrue interest at the lower of 1.5% per month or the maximum rate permitted by law. If Customer's account is 30 days or more overdue (excluding amounts under good-faith dispute), Finlens may, after five days' written notice and an opportunity to cure, suspend access until payment is made. Notice may be given by email.

2.4 Taxes. Fees exclude all taxes, duties, and government assessments, including sales, use, value-added, and withholding taxes ("Taxes"). Customer is responsible for all Taxes on its purchases, excluding Taxes on Finlens's income, property, and employees. Customer will not withhold Taxes from amounts due to Finlens; if Customer is required by law to withhold, Customer will increase the amount paid so that Finlens receives the full amount it would have received absent the withholding, and Customer will bear any related interest and penalties. If Finlens must collect Taxes for which Customer is responsible, Finlens will invoice Customer and Customer will pay them unless Customer provides a valid exemption certificate.

2.5 Multiple Orders. Each Order Form is independent and non-precedential. The pricing and terms of one Order Form do not create a most-favored-customer right and do not carry over to any other Order Form, and no Fees under one Order Form may be set off against another. A later Order Form does not reduce the Fees payable under an existing Order Form, and each Order Form is separately non-cancelable.

3. Term and Termination

3.1 Term. This Agreement begins on the Effective Date and continues for as long as Customer has an active subscription or continues to access the Subscription Services (the "Term"). Each Order Form or plan selection begins on its Order Effective Date and continues for the subscription term stated in it (the "Subscription Term"). Unless the applicable Order Form states otherwise, each Subscription Term automatically renews for successive periods equal to the prior Subscription Term unless either party gives written notice of non-renewal at least 30 days before the end of the then-current Subscription Term; an online or self-serve subscription continues until cancelled by Customer.

3.2 Termination for Cause. Either party may terminate this Agreement or an affected Order Form immediately on notice if the other party materially breaches and fails to cure within 30 days of written notice, or becomes insolvent, files a bankruptcy petition not dismissed within 60 days, or makes an assignment for the benefit of creditors. Finlens may also terminate immediately if Customer (a) circumvents a contractual usage limit; (b) uses the Subscription Services in a way that threatens their security or functionality or imposes a disproportionate load; or (c) uses the Subscription Services in violation of applicable law or the Acceptable Use Policy. Where Customer terminates for Finlens's uncured material breach, Finlens will refund the pro-rata portion of any pre-paid Fees for the unused remainder of the then-current Subscription Term.

3.3 Effect of Termination. On expiration or termination, Customer's rights and licenses end and Customer will cease using the Subscription Services and Documentation. Termination does not relieve Customer of its obligation to pay Fees accrued before termination.

3.4 Return and Deletion of Customer Data

3.4.1 Return and Deletion. On Customer's request made within 30 days after termination or expiration, Finlens will make Customer Data available for export. After that period, Finlens will delete Customer Data in its possession or control, except as required by law and except for derived data as described in Section 3.4.4. Residual copies in backups are purged under Section 3.4.5.

3.4.2 Deletion on Account Deletion. On deletion of Customer's account, Finlens will cease retaining Customer's Stripe data, fetched GL data, and Transaction Data, except as required by law.

3.4.3 Connection-Level Deletion. If Customer disconnects or deletes an individual Connected Service without deleting its account, Finlens will terminate that connection's access so that no further data is retrieved through it.

3.4.4 Derived Data. Derived data used to operate the Cloud Service, such as vector embeddings used by the categorization engine, is not returned or deleted under this Section 3.4 and may be retained. Finlens does not use such derived data to train, improve, or develop AI or machine-learning models except as permitted under Section 10.1.

3.4.5 Backups and Residual Copies. Deletion under this Section 3.4 is effected promptly from active production systems. Finlens maintains automated daily backups of the primary database, encrypted at rest, retained for 30 days, after which they are overwritten or purged in the ordinary course. Residual copies of deleted Customer Data therefore persist in backups for no more than 30 days after deletion from active systems, remain subject to the confidentiality and security obligations of this Agreement, and are not restored to active use except to remediate a system failure or as required by law.

3.5 Survival. The following Sections survive termination: Payment of Fees, Effect of Termination, Return and Deletion, Survival, Proprietary Rights, Confidentiality, Disclaimers, Mutual Indemnification, Limitation of Liability, Feedback and Usage, Miscellaneous, and Definitions.

4. Confidentiality

4.1 "Confidential Information" means information a party designates as confidential or that should reasonably be understood to be confidential, and includes, for Customer, Customer Data, and for Finlens, the Cloud Service, Documentation, pricing, the terms of this Agreement, business plans, security reports, and product designs. It excludes information that (a) is or becomes public without breach by the receiving party; (b) was known to the receiving party without a duty of confidentiality; or (c) is independently developed without use of the Confidential Information. Confidential Information disclosed before the Effective Date is covered by this Section unless a separate mutual non-disclosure agreement governs it.

4.2 The receiving party will use at least reasonable care to protect Confidential Information, will not use it except to perform under this Agreement, and will not disclose it except to its employees, Affiliates, and contractors who need to know it and are bound by confidentiality obligations no less protective than these. The receiving party is liable for its recipients' breaches.

4.3 If compelled by law to disclose Confidential Information, the receiving party will, where legally permitted, give the disclosing party prompt notice and reasonable cooperation (at the disclosing party's expense) to seek protective treatment, and will disclose only what is legally required.

4.4 These confidentiality obligations continue for three years after disclosure, except that they continue for trade secrets for as long as they remain trade secrets under applicable law. Each party may use general knowledge, skills, and experience retained in the unaided memory of its personnel.

5. Security

5.1 Finlens uses commercially reasonable security measures aligned with industry standards to protect the confidentiality, integrity, and security of Customer Data, including GL data and Transaction Data stored in its cloud environment in the United States. Customer acknowledges that no method of transmission or storage is completely secure. Except to the extent caused by Finlens's gross negligence or willful misconduct, and subject to Section 9, Finlens does not warrant against, and assumes no liability for, unauthorized access to or loss of Customer Data resulting from events beyond its reasonable control. Finlens is not responsible for the security of Customer Data disclosed or transferred by Customer to any third party, including any Connected Service. Customer will maintain reasonable security for the systems and devices its Authorized Users use to access the Cloud Service, and will not conduct penetration tests without Finlens's advance approval.

5.2 Encryption. Finlens encrypts Customer Data in transit between Customer and the Cloud Service using TLS/HTTPS, and traffic between the application and its databases traverses a private, non-public network rather than the public internet. Finlens protects Customer Data at rest using the encryption-at-rest capabilities of its cloud-hosting, storage, and database providers. Access to uploaded documents is provided through time-limited, signed URLs.

5.3 Access Controls and Tenant Isolation. Finlens enforces logical tenant isolation across its Organization–Workspace–User model. Each authenticated request is bound to a verified user and an authorized workspace, and data access is scoped to the workspaces the requesting user or firm is authorized to access. Finlens applies role-based access controls to gate sensitive operations. Authentication and session management are delegated to a specialized third-party identity provider, and Finlens does not store Authorized User passwords.

5.4 Application Security. Finlens validates request inputs against defined schemas, applies rate limiting (with stricter limits on authentication endpoints), verifies inbound webhooks from Connected Services using cryptographic signatures, and returns generic error responses that do not expose internal details.

5.5 Logging and Audit Trails. Finlens maintains centralized application logging and error and performance monitoring, and records audit trails of security-relevant and financial events (such as sign-in activity, role changes, record creation or deletion, and integration connect or disconnect), capturing actor, action, and timestamp. Audit history is queryable per workspace.

5.6 Subprocessor Security. Finlens engages Subprocessors to provide the Cloud Service and shares with each only the Customer Data reasonably necessary for its function. Finlens maintains agreements with its Subprocessors that include data-protection obligations consistent with this Agreement. A current list of Subprocessors is available at https://finlens.app/dpa and reflected in Annex III of the DPA.

5.7 Security Incident Notification. If Finlens becomes aware of a confirmed breach of its security resulting in the accidental or unlawful destruction, loss, alteration, or unauthorized disclosure of or access to Customer Data in its possession or control (a "Security Incident"), Finlens will notify Customer without undue delay and no later than 72 hours after becoming aware. Notice will go to Customer's account email (or another contact Customer designates) and will include, to the extent known and permitted, the nature of the incident, the categories of Customer Data affected, the measures taken or proposed, and a contact point. Finlens will take reasonable steps to investigate and remediate. Notification is not an admission of fault. This Section does not apply to unsuccessful attempts or events that do not compromise Customer Data, such as pings, port scans, and failed log-ins.

5.8 Data Processing Addendum. To the extent Finlens Processes personal data on Customer's behalf, that Processing is governed by the Finlens Data Processing Addendum ("DPA"), available at https://finlens.app/dpa and incorporated by reference. If a conflict arises between this Agreement and the DPA regarding the Processing of personal data, the DPA controls.

5.9 Account Data. Although the parties are independent controllers with respect to Account Data, Finlens will protect Account Data in its possession or control using the technical and organizational measures described in Sections 5.1 through 5.6, and will notify Customer of a Security Incident affecting Account Data to the extent required by applicable law.

6. Proprietary Rights

6.1 Customer. Except as expressly granted, Customer retains all right, title, and interest in Customer's Confidential Information and Customer Data, including Transaction Data, GL data, and any accounting entries, categorizations, schedules, or reconciliations generated for Customer through the Cloud Service ("Service Output"). Customer grants Finlens a non-exclusive, worldwide, royalty-free license to host, copy, process, and use Customer Data and Service Output to operate, provide, secure, maintain, and improve the Services, including to improve categorization and reconciliation for Customer. This license does not permit Finlens to use Customer Data or Service Output to train, improve, or develop AI or machine-learning models, except (a) using aggregated and de-identified data as permitted under Section 10.1, or (b) under a separate written agreement with Customer.

6.2 Finlens. Except as expressly granted, Finlens owns all right, title, and interest, including all intellectual property rights, in the Subscription Services, Cloud Service, Documentation, underlying technology, and any metadata and usage data collected in connection with Customer's use, together with all derivatives and improvements. Implementation Services are not works made for hire. All rights not expressly granted to Customer are reserved.

7. Disclaimers

7.1 EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THE SUBSCRIPTION SERVICES, SERVICE OUTPUT, AND IMPLEMENTATION SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, AND, TO THE MAXIMUM EXTENT PERMITTED BY LAW, FINLENS, ITS AFFILIATES, LICENSORS, AND SUBPROCESSORS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, AND DO NOT WARRANT THAT THE CLOUD SERVICE OR SERVICE OUTPUT WILL BE SECURE, UNINTERRUPTED, OR ERROR-FREE. FINLENS DOES NOT PROVIDE ACCOUNTING, TAX, AUDIT, OR LEGAL ADVICE, AND CUSTOMER IS SOLELY RESPONSIBLE FOR REVIEWING AND VERIFYING ALL SERVICE OUTPUT BEFORE RELYING ON IT. EACH PARTY DISCLAIMS LIABILITY FOR ANY HARM CAUSED BY THIRD PARTY PRODUCTS, CONNECTED SERVICES, OR CONNECTIVITY ISSUES.

8. Mutual Indemnification

8.1 Finlens Indemnification. Finlens will defend Customer against third-party claims alleging that Customer's use of the Cloud Service infringes the third party's copyright, trademark, trade secret, or U.S. patent, and will indemnify Customer for damages, attorney fees, and costs finally awarded (or amounts Finlens settles). Finlens has no obligation to the extent a claim arises from (a) Customer's failure to implement updates; (b) Customer's breach of Section 1; (c) use of the Cloud Service combined with any product or service not provided by Finlens, including any Connected Service; (d) beta, evaluation, or trial use; (e) anything Customer provides, including configurations, instructions, or Customer Data; (f) Service Output or AI Output; or (g) open-source software. If a claim arises or is likely, Finlens may, in its sole discretion, (i) procure Customer the right to continue using the affected Cloud Service, (ii) modify it to be non-infringing without material loss of functionality, or (iii) terminate the affected subscription and refund any pre-paid, unused Fees for it. This Section states Finlens's entire liability for infringement claims.

8.2 Customer Indemnification. Customer will indemnify and hold harmless Finlens and its Affiliates, Subprocessors, and licensors, and its and their respective officers, directors, employees, contractors, subcontractors, and agents (the "Finlens Indemnified Parties"), from any damages, liabilities, losses, costs, or expenses (including reasonable attorneys' fees) arising out of or in connection with (a) Customer's or any Authorized User's access to or use of the Subscription Services; (b) Customer Data or Account Data, including any claim that it contains Excluded Data or personal data in violation of Section 1.5; (c) Customer's use of any Connected Service; or (d) Customer's or any Authorized User's breach or alleged breach of this Agreement (each, an "Indemnifiable Claim"), except to the extent an Indemnifiable Claim arises from Finlens's gross negligence or willful misconduct. At Finlens's sole election, Customer will defend the Finlens Indemnified Parties against any Indemnifiable Claim; if Finlens directs Customer to defend, Finlens may approve Customer's counsel and may participate with its own counsel at Customer's expense. Finlens may instead retain exclusive control of the defense of an Indemnifiable Claim. Customer will not settle any Indemnifiable Claim without Finlens's prior written consent.

8.3 Procedure. The party seeking indemnification will (a) promptly notify the indemnifying party in writing; (b) make no admission or settlement without the indemnifying party's consent; and (c) reasonably cooperate. Except as stated in Section 8.2, the party controlling a defense will not agree to any settlement imposing a non-monetary obligation on, or admission by, the other party without its consent.

9. Limitation of Liability

9.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY NOR ITS LICENSORS WILL BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR FOR LOST REVENUE, PROFITS, BUSINESS, OR SALES, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY.

9.2 TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE GREATER OF (a) THE TOTAL FEES PAID BY CUSTOMER IN THE SIX MONTHS PRECEDING THE FIRST INCIDENT GIVING RISE TO THE LIABILITY, OR (b) US$500. THIS LIMIT APPLIES NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

9.3 The limitations in Section 9.2 do not apply to (a) Customer's payment obligations; (b) Customer's obligations under Section 8.2 (Customer Indemnification); or (c) either party's liability for fraud, gross negligence, or willful misconduct. Section 9.1 does not limit a party's liability for fraud, gross negligence, or willful misconduct.

10. Feedback and Usage

10.1 Customer authorizes Finlens to use feedback and ideas Customer provides for any purpose ("Feedback"), and Feedback is not Customer's Confidential Information. Finlens may collect, use, and store data concerning the usage and operation of the Subscription Services to improve its offerings, provided such data is aggregated and de-identified so that it does not identify, and provides no reasonable basis to identify, Customer or any individual, and does not incorporate Customer Data.

11. AI Features and Subprocessors

11.1 Finlens AI Features. The Cloud Service uses artificial-intelligence and machine-learning features to categorize transactions, generate categorizations, suggestions, and recommendations, and answer Customer's natural-language questions about its financial data ("Finlens AI Features"). Journal entries and ledger postings are generated by Finlens's own deterministic computation from the resulting categorizations. Finlens AI Features are part of the Cloud Service and subject to all terms applicable to it.

11.2 Third-Party AI Providers. Finlens AI Features use third-party AI and machine-learning providers ("AI Providers"), which as of the Effective Date are OpenAI and Anthropic. Where Finlens cannot match a merchant against Customer's historical ledger, Finlens may transmit the relevant Transaction Data to an AI Provider to generate a categorization or recommendation. When Customer submits a natural-language query about its financial data, Finlens may transmit the relevant Customer Data to an AI Provider to analyze the query and generate a response. The AI Providers process such Customer Data to provide their services to Finlens and for their own limited operational purposes described in their applicable terms (such as detecting abuse or misuse, maintaining security, and complying with law), and may retain it for a limited period for those purposes; the AI Providers do not use Customer Data to train their models. Finlens also uses third-party text-embedding and document-processing (including optical-character-recognition and data-extraction) Subprocessors to support auto-categorization and reconciliation. A current list of Subprocessors and AI Providers is available at https://finlens.app/dpa and reflected in Annex III of the DPA. Finlens's use of its AI Providers is governed by each provider's standard commercial API Terms of Service, which include data-protection and confidentiality obligations and provide that Customer Data is not used to train the provider's models.

11.3 Data Processing for AI Features. When Customer uses Finlens AI Features, Transaction Data and related Customer Data may be transmitted to AI Providers to generate categorizations, suggestions, or recommendations. Such data is processed to provide the Finlens AI Features and for the AI Providers' limited operational purposes described in Section 11.2, and is not used to train, improve, or develop AI or machine-learning models.

11.4 No Training on Customer Data. Finlens does not use Customer Data to train, improve, or develop AI or machine-learning models. The AI Providers' standard API terms provide that Customer Data submitted via the API is not used to train their models by default, and Finlens is engaged under each AI Provider's commercial API Terms of Service and has not opted into any use of Customer Data for model training. Finlens will not opt Customer into any use of Customer Data for model training except under a separate written agreement with Customer. This Section does not restrict Finlens's use of aggregated and de-identified data as permitted under Section 10.1, which does not involve training on Customer Data.

11.5 AI Output. Any categorizations, accounting entries, suggestions, or other output generated by Finlens AI Features ("AI Output") is provided for Customer's consideration only. Customer is solely responsible for reviewing, testing, and validating AI Output before relying on it, including before posting any entry to QBO or any accounting system or relying on it for tax, audit, or financial-reporting purposes. Finlens does not guarantee the accuracy, completeness, or suitability of AI Output.

11.6 AI Disclaimer. FINLENS AI FEATURES AND AI OUTPUT ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. FINLENS DOES NOT WARRANT THAT FINLENS AI FEATURES WILL BE ERROR-FREE, THAT AI OUTPUT WILL BE ACCURATE, OR THAT FINLENS AI FEATURES ARE A SUBSTITUTE FOR PROFESSIONAL ACCOUNTING REVIEW. CUSTOMER ASSUMES ALL RISK FROM USE OF AI OUTPUT.

12. Miscellaneous

12.1 Independent Contractors. The parties are independent contractors; this Agreement creates no partnership, agency, fiduciary, or employment relationship.

12.2 Publicity. Neither party will use the other's name in publicity without prior written consent, except that Customer consents to Finlens's use of Customer's name and logo in customer listings, investor materials, and reference activities. Customer agrees to reasonably cooperate on a case study on request.

12.3 Notices. Finlens may give notices applicable to all customers by email. Other notices must be in writing and are effective on personal delivery or the second business day after mailing, addressed to Finlens at its principal place of business and to Customer at its account address, or as otherwise designated in writing.

12.4 Force Majeure. Except for payment obligations, neither party is liable for delays or failures caused by circumstances beyond its reasonable control, including acts of war, terrorism, natural disasters, labor disputes, and embargoes; the affected obligation remains in effect and is performed as soon as practicable. If such a condition continues for more than 90 days, either party may terminate the affected subscription on 30 days' written notice, and Finlens will refund any pre-paid, unused Fees for the terminated portion.

12.5 Assignment. Finlens may assign this Agreement, in whole or in part, without Customer's consent, including in connection with a merger, acquisition, financing, reorganization, or sale of assets, and Customer will have no right to terminate as a result. Customer may not assign this Agreement or any right or obligation without Finlens's prior written consent. Any attempted assignment in breach of this Section is void. This Agreement binds and benefits the parties' permitted successors and assigns.

12.6 Severability and Waiver. If any provision is held unenforceable, it will be limited or severed to the minimum extent necessary so the remainder stays in effect. No waiver is effective unless in writing, and no waiver of one breach waives any other.

12.7 Governing Law and Venue. This Agreement is governed by the laws of the State of California, without regard to its conflict-of-laws rules and excluding the U.N. Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act. The parties consent to the exclusive jurisdiction of the state and federal courts located in San Francisco County, California. The prevailing party in any action to enforce this Agreement is entitled to its costs and attorneys' fees.

12.8 No Third-Party Beneficiaries. This Agreement is for the benefit of the parties and their permitted successors and assigns only, and confers no rights on any other person.

12.9 Export Control. The Subscription Services may be subject to U.S. and other export laws. Each party represents it is not on any U.S. government denied-party list, and Customer will not access or use the Subscription Services in violation of applicable export laws.

12.10 Entire Agreement; Non-Reliance. This Agreement, together with the DPA (available at https://finlens.app/dpa ), any Order Form or plan selection, Schedules, and incorporated policies, is the entire agreement of the parties and supersedes all prior or contemporaneous communications on its subject matter. Each party acknowledges that it has not relied on, and waives any claim based on, any representation, statement, or promise not expressly set out in this Agreement.

12.11 Changes to the Subscription Services. Finlens is continually developing and improving the Subscription Services and may from time to time add, modify, replace, suspend, or remove features, functionality, integrations, workflows, usage limits, transaction limits, storage limits, or other aspects of the Subscription Services, or introduce new products or services.

The Cloud Service may depend on Third Party Products and Connected Services, including accounting platforms, payment processors, financial institutions, data providers, AI Providers, and other third-party systems. Changes to or interruptions in those Third Party Products or Connected Services, including changes to their APIs, access policies, technical requirements, functionality, availability, or terms, may affect the availability, operation, or functionality of portions of the Subscription Services.

Unless otherwise expressly stated in an applicable  Service Level Agreement, Finlens may modify, suspend, replace, restrict, or discontinue any feature, functionality, integration, or other portion of the Subscription Services at any time. Where reasonably practicable, Finlens will use commercially reasonable efforts to provide advance notice of a material discontinuation of a material feature or functionality.

Advance notice may not be practicable where a change is reasonably necessary to (a) address a security, privacy, reliability, or operational issue; (b) prevent fraud, misuse, or abuse; (c) comply with applicable law, regulation, court order, or governmental requirement; (d) comply with requirements imposed by a Third Party Product, Connected Service, or Subprocessor; (e) respond to the modification, suspension, or discontinuation of a Third Party Product or Connected Service; or (f) protect Finlens, Customer, Authorized Users, or third parties.

To the maximum extent permitted by applicable law, and except as expressly provided in an applicable Service Level Agreement, Finlens will not be liable for any modification, suspension, replacement, restriction, or discontinuation of any feature, functionality, integration, Third Party Product, or Connected Service.

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12.12 Changes to this Agreement.  ‍Finlens may revise or update this Agreement from time to time. For example, we may update this Agreement to reflect changes to the Subscription Services, including new or discontinued features, integrations, products, or pricing; changes in applicable laws, regulations, or legal requirements; security or operational considerations; or measures intended to prevent fraud, misuse, or abuse of the Services.

If we make material changes to this Agreement, Finlens will provide notice as required by applicable law, which may include posting the updated Agreement on the Finlens website, providing notice through the Subscription Services, or otherwise communicating the changes to you.

By continuing to access or use the Subscription Services after the updated Agreement become effective, you agree to be bound by the revised Agreement. If you do not agree to the updated Agreement, you must stop accessing and using the Subscription Services.

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13. Definitions

Capitalized terms used in this Agreement but not defined here have the meanings given in the DPA (available at https://finlens.app/dpa), including "Personal Data," "Process," and "Processing."

13.1 "Account Data" means information about Customer used to create or administer its Finlens account, such as the name, username, email address, and telephone number of an Authorized User or billing contact. Customer will keep Account Data current and will not include sensitive information in it.

13.2 "Affiliate" means an entity that controls, is controlled by, or is under common control with a party, where "control" means ownership of more than 50% of the voting securities.

13.3 "Agreement" means these Terms of Service, including the DPA (available at https://finlens.app/dpa ) and all documents incorporated by reference, and all Order Forms, Schedules, addenda, and attachments.

13.4 "AI Output" has the meaning in Section 11.5.

13.5 "AI Providers" means the third-party AI and machine-learning providers used to provide Finlens AI Features, including OpenAI and Anthropic, and the third-party text-embedding and document-processing providers.

13.6 "Authorized User" means any employee, agent, contractor, or consultant of Customer whom Customer authorizes to access and use the Subscription Services, including personnel of Customer's clients whom Customer authorizes where Customer uses the Cloud Service to serve those clients. Authorized Users act under Customer's control and are not separate controllers.

13.7 "Cloud Service" means the Finlens-hosted software-as-a-service offering, including the web interface, any API, Finlens AI Features, integrations with Connected Services, and related software or services provided by Finlens.

13.8 "Connected Services" means Third Party Products that Customer connects to the Cloud Service, including QBO, Stripe, and bank or financial-institution data feeds.

13.9 "Customer" means the entity or, where an individual acts on behalf of a business (including as a sole proprietor) in a commercial capacity, that individual, using the Subscription Services under this Agreement. Where more than one Authorized User accesses a single account, the account-holding entity or person is the Customer.

13.10 "Customer Data" means any electronic data, materials, and information provided to or in connection with the Cloud Service by or on behalf of Customer or its Authorized Users, together with Service Output generated for Customer through the Cloud Service, including Transaction Data, GL data, Stripe data, and Service Output. Customer Data includes Service Output for all purposes of this Agreement, including Sections 3.4, 5, and 8. Account Data is not Customer Data and is addressed in Section 5.9.

13.11 "Documentation" means the then-current technical and functional documentation generally available for the Subscription Services.

13.12 "Effective Date" has the meaning in the preamble.

13.13 "Enterprise Plan" means the Enterprise tier plan described on Finlens's pricing page.

13.14 "Excluded Data" has the meaning in Section 1.5.

13.15 "Finlens AI Features" has the meaning in Section 11.1.

13.16 "Implementation Services" means any implementation-related services Finlens may provide.

13.17 "Malicious Code" means viruses, worms, time bombs, Trojan horses, and other harmful code.

13.18 "Order Effective Date" means the date an Order Form or plan selection takes effect, as stated in it.

13.19 "Order Form" means an order form, online plan selection, or other ordering document agreed between the parties that identifies the Subscription Services ordered, the Fees, the Subscription Term, and any user or usage limits.

13.20 "Service Output" means any accounting entries, categorizations, schedules, reconciliations, or other outputs generated for Customer through the Cloud Service.

13.21 "Subprocessor" means a third party engaged by Finlens to Process Customer Data in connection with the Cloud Service, including AI Providers; Finlens's bank-statement-parsing, document-processing, and text-embedding providers; Finlens's identity provider; and Finlens's cloud-hosting and storage providers. Customer-authorized Connected Services are not Subprocessors.

13.22 "Subscription Services" means the Cloud Service, any Support and Maintenance Services, and any other subscription services ordered by Customer.

13.23 "Support and Maintenance Services" means the technical support services for the Cloud Service that are included in or purchased under an Order Form, as described in Schedule A.

13.24 "Third Party Products" means non-Finlens products, systems, applications, or services.

13.25 "Transaction Data" has the meaning in Section 1.3.

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By clicking “I Agree” or by accessing or using the Subscription Services, Customer agrees to be bound by this Agreement.

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Schedule A — Support and Maintenance Services

This Schedule applies only where Customer's Order Form or plan includes Support and Maintenance Services. For other plans, support is provided as-available under Section 1.6, with no committed response times.

1. Support Channels. Customer may report issues through the Finlens support portal or by email in English to support@finlens.app. Remote assistance is available on a case-by-case basis at scheduled times. Support is provided Monday through Friday, 9:00 a.m. to 6:00 p.m. U.S. Eastern Time, excluding U.S. public holidays.

2. Exclusions. Finlens has no obligation to provide support for (a) restoration of data lost due to Customer's failure to maintain its own records; (b) issues from Customer's failure to use the Cloud Service per the Documentation, from accidents or disasters affecting Customer's systems, or from modifications made without Finlens's approval; or (c) Customer's failure to use the then-current version of the Cloud Service.

3. Response Targets. Reported issues are classified by severity, and Finlens will use commercially reasonable efforts to respond within the target times below. These are response targets, not resolution guarantees, and no service credit or other remedy applies to a missed support response target.

Severity

Definition

Response Target

P0

Critical failure with no workaround

12 hours

P1

Application inoperative or seriously degraded; short-term workaround available

24 hours

P2

Limited functionality; workaround readily available

48 hours

P3

Minor problem; no operational or data-integrity impact

72 hours

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4. Customer Responsibilities. Response targets are subject to Customer (a) not permitting anyone other than Finlens to provide support for the Cloud Service; (b) providing accurate information and inputs Finlens requests; and (c) the issue being within Finlens's control.

5. Maintenance and Updates. During the Subscription Term, Finlens may make available updates, upgrades, and patches when generally available. Finlens determines whether an offering is an update or a new product, provided it treats the offering consistently across its customers generally.

6. Changes. Finlens may change or discontinue the support terms in this Schedule on notice, provided it does not materially reduce support committed during a then-current, pre-paid Subscription Term.

Schedule B — Cloud Service Level Agreement

This Schedule applies only to Customers on an Enterprise Plan.

Service Availability. Finlens will make the Cloud Service available at least 99.5% of each calendar month, excluding Scheduled Downtime and the exclusions in Section 3.

1. Definitions.

1.1 Actual Uptime is 100% minus the percentage of continuous five-minute periods in the calendar month during which the Cloud Service was in Downtime.

1.2 Downtime means periods when the Cloud Service is not accessible or functional for Customer according to the third-party monitoring services Finlens contracts at its discretion, measured by server-side error rate on the API or UI. Downtime excludes Scheduled Downtime and the exclusions in Section 3.

1.3 Scheduled Downtime means periods of routine or emergency maintenance for which Finlens gives notice; for routine maintenance, at least three business days' notice; emergency maintenance is maintenance reasonably required to address a security or stability risk, for which Finlens gives as much notice as practicable.

2. Service Credits. If Actual Uptime falls below 99.5% in a calendar month, Customer's sole and exclusive remedy is a service credit per the table below. Credits are issued to Customer's account for future use only, have no cash value, are not transferable, and in no event exceed 10% of the applicable month's subscription Fees. To claim, Customer must submit a request to support@finlens.app within 30 days after the end of the month, with "SLA Claim" in the subject and the dates and times of the Downtime.

Actual Uptime

Service Credit

≥ 99.5%

None

99.00% – 99.49%

2% of the month's subscription Fees

98.00% – 98.99%

5% of the month's subscription Fees

95.00% – 97.99%

8% of the month's subscription Fees

Below 95.00%

10% of the month's subscription Fees

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3. Exclusions. The availability commitment does not apply to unavailability (a) from mere performance issues; (b) from Customer's environment or Customer's connected applications, including any Connected Service; (c) from factors outside Finlens's reasonable control, including acts of God, government, natural disaster, or labor disputes not involving Finlens employees; (d) from equipment or software of third parties not within Finlens's reasonable control, including AI Providers; (e) from Customer's abuse or misuse of the Cloud Service; or (f) from Customer's use of the Cloud Service other than per the Documentation or this Agreement.

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Contact Us

Please send your feedback, comments, requests for technical support:
By email: support@finlens.app