www.clayrfi.ai

ClayrFi, Inc. Terms of Service

Last Updated: August 4, 2026

If you signed a separate Cover Page to access the Product with the same account, and that agreement has not ended, the terms below do not apply to you. Instead, your separate Cover Page applies to your use of the Product.

This Agreement is between ClayrFi, Inc. and the company or person accessing or using the Product. This Agreement consists of: (1) the Order Form below and (2) the Framework Terms defined below.

If you are accessing or using the Product on behalf of your company, you represent that you are authorized to accept this Agreement on behalf of your company. By signing up, accessing, or using the Product, Customer indicates its acceptance of this Agreement and agrees to be bound by the terms and conditions of this Agreement.

Cover Page & Order Form

• Cloud Service: Provider’s proprietary financial intelligence platform (“ClayrFi”), providing automated data integration, financial analytics, and CFO-level reporting tools.
• Order Date: The date Customer first accepts this Agreement (the "Effective Date").
• Subscription Period: One (1) month, automatically renewing for successive one (1)-month terms unless either party provides notice of non-renewal in accordance with the Non-Renewal Notice Period below.
• Cloud Service Fees: Access to the service is provided on a subscription basis. Fees are billed periodically (monthly or annually) based on the subscription plan selected by the customer. All fees are exclusive of applicable taxes, which will be assessed where required. Fees are non-refundable except as required by law or as expressly stated in these Terms.
• Payment Process: Automatic payment: Customer authorizes Provider to bill and charge Customer's payment method on file Monthly for immediate payment or deduction without further approval.
• Non-Renewal Notice Period: At least 30 days before the end of the current Subscription Period.
• Use Limitations:
  • Export Control and Trade Sanctions Compliance: The Service and related technology may be subject to export control laws and regulations of the United States and other jurisdictions. Customer represents and warrants that: It is not located in, organized under the laws of, or ordinarily resident in any country or territory subject to comprehensive U.S. government sanctions or embargoes (including, without limitation, Cuba, Iran, North Korea, Syria, or the Crimea, Donetsk, and Luhansk regions of Ukraine). It is not identified on any U.S. government restricted-party list, including the Specially Designated Nationals and Blocked Persons List (SDN) or the Entity List. It will not export, re-export, transfer, or permit access to the Service or underlying financial data in violation of any applicable export, import, or trade compliance laws.
  • Use Limitations — AI & Machine Learning: Customer shall not use the Cloud Service, its outputs, or any data accessible through it to train, fine-tune, benchmark, or develop any artificial intelligence or machine learning model, or to build a product competitive with the Cloud Service.
• Technical Support: [email protected]
• SLA: Provider will use commercially reasonable efforts to provide and maintain the Cloud Service without excessive errors and interruptions. If Provider does not meet the SLA in two consecutive months or over three months in any 12-month period, then Customer may, as its only remedy, terminate this Order Form upon notice and receive a prorated refund of prepaid fees for the remainder of the Subscription Period.

Key Terms

• Customer: The company or person who accesses or uses the Product. If the person accepting this Agreement is doing so on behalf of a company, all use of the word "Customer" in the Agreement will mean that company.
• Provider: ClayrFi, Inc.
• Effective Date: The Order Date.
• Governing Law: The laws of the State of Delaware
• Chosen Courts: The state or federal courts located in Delaware
• Covered Claims:
  • Provider Covered Claims: Any action, proceeding, or claim that the Cloud Service, when used by Customer according to the terms of the Agreement, violates, misappropriates, or otherwise infringes upon anyone else’s intellectual property or other proprietary rights.
  • Customer Covered Claims: Any action, proceeding, or claim that (1) the Customer Content, when used according to the terms of the Agreement, violates, misappropriates, or otherwise infringes upon anyone else’s intellectual property or other proprietary rights; or (2) results from Customer’s breach or alleged breach of Section 2.1 (Restrictions on Customer).
• General Cap Amount: The fees paid or payable by Customer to provider in the 12 month period immediately before the claim.
• Notice Address:
  • For Provider: [email protected]
  • For Customer: The main email address on Customer's account

Framework Terms

This Order Form incorporates and is governed by the Framework Terms that are made up of the Key Terms above and the Common Paper Cloud Service Agreement Standard Terms Version 2.1, which are incorporated by reference. Any modifications to the Standard Terms made in the Cover Page will control over conflicts with the Standard Terms. Capitalized words have the meanings given in the Cover Page or the Standard Terms.

Modifications & Additions to Standard Terms

The following terms modify, supplement, and take precedence over the Framework Terms and Common Paper Standard Terms v2.1:

1. Late Payments, Overdue Balances & Account Suspension

• Late Charges: Past-due balances will accrue interest at the rate of 1.0% per month (or the maximum rate permitted by law, whichever is lower) from the due date until paid in full. Customer shall reimburse Provider for all reasonable costs (including attorney fees) incurred in collecting overdue amounts.
• Suspension for Non-Payment: Provider reserves the right to suspend Customer's and its Users' access to the Cloud Service upon five (5) days' written notice if any invoice remains unpaid after its due date.

2. Taxes and Gross-Up Obligations

All Cloud Service Fees are exclusive of all applicable federal, state, local, or foreign taxes, levies, or duties (collectively, "Taxes"). Customer is responsible for paying all Taxes associated with its subscription. If Customer is legally required to withhold any withholding taxes from payments to Provider, Customer shall gross up the payment amount such that Provider receives the full net amount specified in the billing schedule.

3. Third-Party Integrations & External Data Sources

• Integrations: The Cloud Service may facilitate connections to or data transfers with external applications, artificial intelligence models, ERPs, or financial software ("Third-Party Systems"). Connections to Third-Party Systems are configured and authorized solely by Customer.
• Liability Disclaimer: Provider does not control or warrant the performance, availability, data integrity, or security of any Third-Party Systems. Provider is not liable for any corruption, unauthorized disclosure, or loss of Customer Content resulting from transmission to or processing by Third-Party Systems. Once Customer Content is transmitted to an external system, Provider ceases to act as a processor or controller for that data.

4. Post-Termination Data Retention & Wind-Down

• Data Export Window: For a period of thirty (30) days following the effective date of termination or expiration of this Agreement, Customer may request or download a copy of its stored Customer Content in Provider’s standard export format, provided Customer has satisfied all outstanding payment obligations.
• Permanent Deletion: Upon the expiration of the 30-day export window, Provider may permanently delete all Customer Content from its active servers without further liability. Archival backup copies will be destroyed in accordance with Provider's standard disaster-recovery retention schedule.

5. Intellectual Property & Customer Authority

• 5.1 Customer Content Ownership: Customer retains all ownership rights in Customer Content, including accounting and financial information imported from QuickBooks Online.
• 5.2 Authority Representation: Customer represents and warrants that it possesses all necessary rights, permissions, corporate authority, and legal consents required to connect to, access, and authorize Provider to retrieve data from connected QuickBooks Online companies and accounts.
• 5.3 Feedback: If Customer or any of its Users provide feedback, suggestions, feature requests, or recommendations regarding the Cloud Service ("Feedback"), Customer hereby grants Provider an irrevocable, perpetual, royalty-free, worldwide, transferable license to use, incorporate, and commercialize such Feedback into Provider's products and services without restriction or obligation.
• 5.4 Derivative Outputs: Outputs and analyses produced by the Cloud Service do not grant Customer any ownership rights in the underlying methodologies, software, algorithms, or machine learning models utilized by Provider.

6. Account Security & User Responsibilities

Customer is solely responsible for maintaining the confidentiality and security of all user account credentials, passwords, and multi-factor authentication (MFA) methods associated with its account. Customer agrees to restrict access to authorized employees and contractors and remains fully liable for all actions, data transfers, and activity occurring under its account credentials.

7. Acceptable Use & Express Prohibitions

Customer shall not, and shall not permit any third party to:

• (a) Reverse engineer, decompile, disassemble, or attempt to derive the source code or underlying algorithms of the Cloud Service;
• (b) Share, distribute, or assign user login credentials or permit unauthorized third parties to access the Cloud Service;
• (c) Scrape, crawl, extract, or automatically harvest data, reports, or platform contents using automated means (bots, spiders, or scrapers);
• (d) Use the Cloud Service for any unlawful purpose, fraudulent activity, or in violation of applicable laws or regulations;
• (e) Engage in abusive, disruptive, or malicious behavior that impairs system performance, integrity, or security for other users.

8. Data Security Safeguards

Provider maintains commercially reasonable administrative, technical, and organizational safeguards designed to protect Customer Content against unauthorized access, disclosure, or loss.

9. Privacy Policy & Data Processing

Provider's collection, use, storage, and disclosure of personal information and Customer Content is governed by Provider's Privacy Policy, located athttps://clayrfi.ai/privacy. Customer acknowledges and agrees that its access to and use of the Cloud Service is subject to the Privacy Policy, which is incorporated by reference into this Agreement.

10. Intuit® QuickBooks Online Integration & Financial Data Policy

• 10.1 Connection, Access, and OAuth Authorization: By connecting a QuickBooks Online account, Customer authorizes Provider to access accounting and financial information made available through the QuickBooks Online APIs solely for the purpose of providing the Cloud Service. The Cloud Service imports accounting and financial information authorized by Customer, including but not limited to transactions, balances, and related bookkeeping records. Customer grants Provider a non-exclusive, worldwide, royalty-free license to retrieve, aggregate, process, and display Customer's financial records solely to deliver, maintain, and support the Cloud Service.
• 10.2 Revocation of Authorization and Disconnection: Customer may revoke authorization at any time by disconnecting the integration within QuickBooks Online or within the Cloud Service. Revoking authorization will prevent future synchronization but may not remove previously synchronized information unless requested in accordance with Provider's data retention policies. Disconnection immediately invalidates Provider’s OAuth access tokens and halts all future automated data syncing between QuickBooks Online and the Cloud Service.
• 10.3 Provider's Use of QuickBooks Online Data for AI/ML: Provider does not use Customer's QuickBooks Online data - in identifiable, anonymized, or aggregated form - to train, fine-tune a machine learning model. QuickBooks Online data is used solely to generate analytics and reports for Customer's own use, as described in Section 10.5. If Provider's practices change, Provider will update this Agreement and provide Customer with prior notice and the ability to object before any such use begins.
• 10.4 Data Retention Upon Disconnection or Account Termination: Upon disconnection of the QuickBooks Online integration or termination of Customer’s subscription, Provider will cease fetching new financial data immediately. Retained historical QuickBooks Online data will remain available for export for thirty (30) days in accordance with Section 4 (Post-Termination Data Retention & Wind-Down), after which it will be permanently deleted from active databases or anonymized in accordance with applicable legal obligations.
• 10.5 Professional Advice & AI Disclaimer: The Cloud Service provides analytical tools, CFO-level visualization, and reports for informational and operational planning purposes only. Provider is not a Certified Public Accountant (CPA), registered investment advisor, or licensed accounting firm, and the Cloud Service does not constitute accounting, tax, legal, or financial advice. AI-generated insights and recommendations are informational only and must be independently reviewed and verified by Customer before making financial or business decisions. Customer remains solely responsible for the accuracy of its underlying QuickBooks Online books, ledger entries, tax filings, and regulatory compliance.
• 10.6 Third-Party API Dependency & Throttle Disclaimer: Certain features of the Cloud Service depend on the continued availability of third-party APIs, including QuickBooks Online. Provider does not control or guarantee the availability, speed, uptime, or uninterrupted operation of third-party APIs. Provider is not responsible for interruptions, data syncing delays, error codes, or limitations caused by third-party outages, API rate-limiting, or changes imposed by third-party providers.

11. Service Modifications & Beta Features

Provider reserves the right to modify, enhance, update, or improve features, user interfaces, and third-party integrations of the Cloud Service from time to time. Provider may modify, suspend, or discontinue preview, experimental, or beta features at its discretion without liability to Customer.

12. Publicity & Marketing

During the Subscription Period, Provider may use Customer’s name and logo on Provider’s website, investor presentations, and promotional materials strictly to identify Customer as a user of the Cloud Service. Customer may revoke this permission at any time upon written notice to [email protected].

13. Limitation Window & Legal Protections

• Time Bar on Claims: To the fullest extent permitted by law, any judicial proceeding or legal action arising out of or relating to this Agreement or the Cloud Service must be filed within two (2) years after the cause of action accrued, or such claim shall be permanently barred.
• Jury Trial Waiver: Each party hereby irrevocably waives any right it may have to a trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.