Terms of Service

01The agreement, the parties, and order of precedence

These Terms of Service (“Terms”) form a binding agreement between Nead, LLC, an Arkansas limited liability company doing business as DEV.co(“Nead,” “we,” “us,” or “our”), and the individual or entity agreeing to them (“you,” “your,” or “Customer”). Each is a “party” and together the “parties.”

Notice address: Nead, LLC, 1425 Broadway 22689, Seattle, WA 98112, United States. Email: [email protected].

By accessing the website, executing an Order Form, or using the Services, you agree to these Terms. If you do not agree, do not use them.

If you accept these Terms on behalf of an entity, you represent that you have authority to bind that entity, and “you” refers to that entity. If you lack that authority, you must not accept these Terms.

1.1 Order of precedence

Where documents conflict, the following order controls, from highest to lowest:

1. a mutually executed master agreement or enterprise agreement, if one exists;
2. the Data Processing Addendum, in respect of Personal Data processing;
3. an executed Order Form, in respect of the Services, fees, and term it describes;
4. the Service Level Agreement, in respect of availability commitments and credits;
5. the Acceptable Use Policy, in respect of permitted use;
6. these Terms; then
7. the Documentation.

A purchase order, vendor portal terms, or other customer ordering document has no legal effect on this agreement, and any conflicting or additional terms in such a document are rejected and void, even if we acknowledge or perform against it.

1.2 Electronic acceptance

You consent to transact electronically. Clicking to accept, executing an Order Form electronically, or using the Services constitutes a signature satisfying the E-SIGN Act and comparable state law. These Terms may be accepted in counterparts, each of which is an original and all of which together form one agreement.

02Definitions

Capitalised terms have the meanings below. Other terms are defined where first used.

2.1 Interpretation

• “Including,” “includes,” and “such as” mean without limitation.
• Headings are for convenience and do not affect interpretation.
• The singular includes the plural and vice versa.
• References to a statute include its amendments and successor provisions.
• “Days” means calendar days unless stated as business days. Business days are Monday to Friday excluding United States federal holidays.
• These Terms will not be construed against the drafting party. Both parties have had the opportunity to obtain legal advice.

03Accounts, eligibility, Users, and Affiliates

The Services are offered for business use and are not intended for personal, family, or household purposes. You must be at least 18 and legally capable of contracting.

3.1 Your responsibilities

• Accuracy and completeness of registration, contact, and billing information.
• Confidentiality of credentials issued to you and your Users, and prompt notice to [email protected] of suspected unauthorised access.
• All activity under your account, whether or not authorised, except to the extent caused by our breach.
• Ensuring Users comply with these Terms and the AUP, and that your agreements with Users permit the processing contemplated here.
• Promptly deprovisioning Users who no longer require access.

3.2 Single sign-on and provisioning

We support SAML 2.0 and OIDC, with SCIM provisioning on applicable plans. Where you use these, you remain responsible for the accuracy of identity assertions your provider transmits, including timely deprovisioning. We are entitled to rely on those assertions.

3.3 Affiliates

Your Affiliates may use the Services under your account where an Order Form permits. You remain jointly and severally liable for their compliance, and act as their agent for notices, consents, and instructions.

3.4 Named actors

Each User must be a distinct, identifiable individual. Shared or generic credentials are prohibited because they defeat the audit trail. API credentials and Agents are actors in their own right with their own permission grants, and must not be operated under an individual’s identity.

04Grant of rights and usage limits

4.1 Licence to you

Subject to these Terms and payment of applicable fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable right during the term to access and use the Services and Documentation for your internal business purposes, and for the internal business purposes of Affiliates named on an Order Form.

4.2 Reservation

No rights are granted other than those expressly stated. All rights not expressly granted are reserved to us and our licensors. No licence is granted by implication, estoppel, or otherwise.

4.3 Usage limits and fair use

Where an Order Form states limits — entities, transaction volume, API request rates, storage, or connected systems — you must operate within them. We will notify you before enforcing a limit and will work with you on a commercially reasonable path to an appropriate plan.

Absent stated limits, use must be consistent with normal business operation for an organisation of your size. We may apply technical rate limits to protect Service stability and will document them.

4.4 Beta Services

Beta Services are optional, provided as is without warranty, support, or SLA commitment, and may be modified or discontinued at any time. They are our Confidential Information. Data in a Beta Service may be deleted when the beta ends. Do not use Beta Services for production financial reporting.

4.5 Compliance with law

You are responsible for determining whether the Services are appropriate for your regulatory environment and for your compliance with laws applicable to your business, including financial reporting, audit, tax, securities, employment, and industry-specific regulation. We do not undertake to advise you on those obligations.

05Orders, fees, taxes, and payment

5.1 Subscription fees

Fees are set out in the applicable Order Form or in our published pricing. Unless an Order Form states otherwise, fees are billed in advance, monthly or annually, in United States dollars, and are based on Services purchased rather than actual usage.

5.2 Professional Services fees

Professional Services are quoted on a fixed-scope, fixed-price basis following scoping, except where we have told you in writing that a paid discovery is required first. Work outside an agreed SOW requires a written change order approved by both parties before it is performed or billed.

Discovery-failure allocation. Work necessitated by a condition we should reasonably have identified during scoping is performed at our cost. Work arising from a new requirement, from a change in your circumstances, or from information not made available to us is a change order.

5.3 Payment terms

• Invoices are due within 30 days of the invoice date unless otherwise agreed.
• Undisputed amounts more than 15 days overdue may accrue interest at the lesser of 1.5% per month or the maximum rate permitted by Arkansas law, from the due date until paid.
• You must notify us of a disputed invoice within 20 days of receipt, with reasons. Disputed amounts do not accrue interest while under good-faith review. Undisputed portions remain payable.
• You will reimburse reasonable costs of collection, including reasonable attorneys’ fees, for undisputed amounts referred to collection.
• Payments are made without set-off, counterclaim, or deduction, except as required by law.

5.4 Suspension for non-payment

We may suspend Services on 10 days’ written notice for undisputed amounts more than 45 days overdue. We will not suspend access to data export functionality during a good-faith payment dispute. Suspension does not relieve you of the obligation to pay fees for the suspension period.

5.5 Renewal and price changes

Subscriptions renew automatically for successive periods equal to the preceding term unless either party gives written notice of non-renewal at least 30 days before the end of the then-current term.

We may change fees effective on renewal by giving at least 60 days’ written notice before the end of the current term. If you do not accept the change, you may elect not to renew. We will not increase fees during a paid term.

5.6 Taxes

Fees are exclusive of taxes. You are responsible for all sales, use, excise, VAT, GST, and similar taxes and duties, excluding taxes based on our net income, property, or employees. Where we are required to collect such taxes, they will be added to your invoice. If you are exempt, provide a valid exemption certificate before the invoice date. If withholding is required by law, you will gross up so we receive the full amount invoiced.

5.7 Refunds

Fees are non-refundable except where these Terms expressly provide otherwise or where required by law. Where we terminate for convenience under Section 20.3, or where you terminate for our uncured material breach, we will refund prepaid unused subscription fees on a pro-rata basis.

06Assessments, trials, free tools, and Output

6.1 Free tools and assessments

Free assessments, calculators, estimators, scoring tools, and generators on our website are provided as is, without warranty of any kind, for informational purposes only.

Their outputs are estimates based on stated assumptions and industry data. They are not financial, accounting, tax, legal, or investment advice and must not be the sole basis for a business decision. Assumptions are published on the same page as each tool.

6.2 Trials and proof of concept

Trials and proof-of-concept environments are provided as is and may be modified or discontinued at any time. Data in a trial environment may be deleted at the end of the trial period. Commitments made during a trial are superseded by the Order Form on conversion.

6.3 Ownership and use of Output

As between the parties, you own the Output generated for you by the Services, subject to our rights in the underlying Services. We assign to you any rights we may have in Output to the extent necessary to give effect to this.

Output may be non-unique. Similar inputs may produce similar output for other customers, and we make no representation that Output is original or that it does not resemble output provided to others.

6.4 Output is not professional advice

You are responsible for reviewing and accepting Output before relying on it.Output does not constitute accounting, audit, tax, legal, or investment advice. We are not acting as your accountant, auditor, fiduciary, or adviser. You remain responsible for the accuracy of your financial records, for your regulatory filings, and for engaging appropriately qualified professionals.

07Customer Data, ownership, and licence

7.1 Ownership

As between the parties, you own all right, title, and interest in Customer Data. We claim no ownership. Nothing here transfers ownership of Customer Data to us.

7.2 Licence to us

You grant us a limited, non-exclusive, worldwide, royalty-free licence to host, copy, store, transmit, display, and process Customer Data solely to: provide and support the Services; prevent or address technical, security, or fraud problems; enforce these Terms; and comply with law. This licence terminates when the relevant Customer Data is deleted under Section 21.

7.3 Your representations

• You have all rights, consents, notices, and lawful bases necessary to provide Customer Data to us and to permit the processing contemplated here.
• You are responsible for the accuracy, quality, legality, and integrity of Customer Data and the means by which you acquired it.
• Customer Data does not infringe third-party rights and does not contain malicious code.

7.4 No training on Customer Data

We do not use Customer Data to train, fine-tune, or otherwise develop machine learning models, whether our own or a third party’s. Our agreements with AI model providers prohibit the use of content submitted through the Services to train their models. This commitment is contractual and survives any change to our product strategy during the term.

7.5 Aggregated and de-identified data

We may compute aggregated, de-identified statistics from Service usage, but only for customers who have expressly opted in, and only in a form from which no customer can be identified. We will not publish any statistic derived from fewer than five contributing customers. Opting out has no effect on the Services you receive, your pricing, or your support.

7.6 Sensitive data restrictions

Unless expressly agreed in writing, you must not submit to the Services: protected health information subject to HIPAA; cardholder data subject to PCI-DSS; government-issued identification numbers other than tax identifiers required for statutory reporting; biometric identifiers; or data subject to ITAR, EAR controlled-technology restrictions, or classified handling requirements. The Services are not designed for those categories and we disclaim liability arising from their submission.

08Acceptable use

Your use of the Services is governed by the Acceptable Use Policy, which forms part of these Terms. In summary, you must not, and must not permit any User or third party to:

• use the Services in violation of applicable law, including securities, financial reporting, sanctions, export control, or anti-money-laundering law;
• submit unlawful, infringing, or defamatory material, or material containing malicious code;
• attempt unauthorised access to the Services, other customers’ environments, or our infrastructure;
• probe, scan, or test Service vulnerability except under our written authorisation, or circumvent security, rate-limiting, or authentication measures;
• reverse engineer, decompile, or disassemble the Services, or attempt to derive source code, except to the extent this restriction is unenforceable under applicable law;
• resell, sublicense, timeshare, or provide the Services on a service-bureau basis without our written consent;
• use the Services to build a competing product, or publish benchmark results without our prior written consent;
• impose an unreasonable load, or interfere with Service integrity or performance; or
• remove, obscure, or alter proprietary notices.

8.1 Suspension for cause

We may suspend access without prior notice where we reasonably believe continued access presents an imminent risk to the Services, to other customers, to the security of data, or of legal liability. We will notify you promptly, limit suspension to what is necessary, and restore access as soon as the risk is resolved. Suspension under this section does not relieve either party of its obligations.

09Automated Agents, authority, and allocation of responsibility

The Services include Agents that perform work within an authority you configure. This section is deliberately specific, because automation without clear allocation of responsibility is not something either party should rely on.

9.1 You control authority

• Every Agent begins at observation-only and performs no writes until you raise its authority.
• You configure the workflows, entities, monetary thresholds, and confidence thresholds within which an Agent may act.
• You may reduce or revoke authority at any time, with immediate effect and without giving a reason.
• Every Agent action is recorded in an append-only log with the inputs read, the policy relied upon, the confidence assigned, and the alternatives rejected.

9.2 Actions no Agent may take

Regardless of configuration, no Agent may release payment, create a vendor or change vendor banking details, grant or modify permissions, close or reopen an accounting period, or make a statutory filing. These require a human actor. We will not enable these capabilities for an Agent at your request, and any instruction to do so is void.

9.3 Allocation of responsibility

You are responsible for: the authority levels you grant; reviewing and accepting Output before relying on it; and the accuracy of the data on which Agents operate.

We are responsible for: Agents performing materially in accordance with the Documentation; maintaining the audit record; ensuring Agent actions are reversible; and notifying you of errors in accordance with our published error policy.

9.4 Accuracy is measured, not warranted

We publish measured accuracy rates by workflow, including interquartile spread. Those are historical measurements across our customer base. They are not a warranty, representation, or guarantee of the results you will obtain. Accuracy in your environment depends substantially on the quality and structure of your data, including vendor concentration, document quality, policy clarity, and history depth.

9.5 No automated decisions with legal effect

The Services are not designed to make, and must not be configured to make, decisions producing legal or similarly significant effects concerning individuals — including credit, employment, housing, insurance, or benefits decisions. You must not use the Services for those purposes.

10Professional Services

10.1 Scope and change control

Professional Services are performed under a SOW stating inclusions, exclusions, assumptions, dependencies, and acceptance criteria. Changes require written approval.

10.2 Your obligations

Timely performance depends on you providing:

• reasonable and timely access to relevant systems, data, environments, and personnel;
• decisions within agreed timeframes from a person with authority to make them;
• accurate information about your systems, processes, and data condition; and
• any third-party licences or consents required for us to perform.

Delays attributable to these obligations extend timelines correspondingly and may result in additional charges, which we will notify before incurring.

10.3 Acceptance

Where a SOW specifies acceptance criteria, you have 10 business days from delivery to accept or to give written notice of non-conformity with specifics. We will correct material non-conformities and resubmit. A deliverable is deemed accepted if you do not respond within the period or if you use it in production.

10.4 Work Product and Nead Materials

On full payment, we assign to you all right, title, and interest in Work Product created specifically for you under a SOW, excluding Nead Materials.

Nead Materials means our pre-existing materials, methods, techniques, know-how, tools, templates, frameworks, and any component we generalise for use by other customers, together with all improvements. We retain ownership of Nead Materials and grant you a perpetual, non-exclusive, royalty-free licence to use them to the extent embedded in Work Product.

10.5 Custom modules and Agents

Where we build a custom module or Agent, we host and maintain it as part of the Services. Source code for hosted custom modules is not delivered to you. This is a governance decision: code delivered outside our platform falls outside the permission model, audit schema, and regression testing as those evolve. All data produced by a custom module is Customer Data and is exportable under Section 21.

Where we productise a module originally built for you, we will not disclose your identity or configuration, and you owe us nothing further.

10.6 Migrations

Where we perform a ledger migration, we will not recommend retirement of your existing system until a parallel reconciliation has tied across three consecutive closed periods. The decision to retire that system is yours, as is responsibility for maintaining any licence or access you require during the parallel period.

10.7 Non-solicitation

During an active engagement and for 12 months afterwards, neither party will knowingly solicit for employment any individual of the other who was directly involved in the engagement. This does not restrict general advertising or hiring a person who responds to it, and does not apply to an individual whose employment has already ended.

11Availability, support, and service levels

11.1 Availability commitment

Availability commitments and service credits are set out in the Service Level Agreement, which forms part of these Terms. Where an Order Form contains a bespoke SLA, that document controls.

Service credits are your sole and exclusive remedy for failure to meet a service level, except where the failure also constitutes a material breach entitling you to terminate.

11.2 Support

Support is provided in accordance with our published response targets. Support is included in subscription fees; we do not sell priority tiers, and response targets do not vary by plan size. Enterprise plans may add named contacts and SLA credits.

11.3 Maintenance

Scheduled maintenance will, where practicable, be performed outside United States business hours with advance notice. Emergency maintenance may be performed without notice where necessary to preserve security or integrity, and will be written up afterwards.

11.4 Degradation order

Under partial failure the Services degrade in a defined order: Agents pause first, then background processing, then writes, then reads. Ledger posting is the last capability to become unavailable and the first restored.

11.5 Changes to the Services

We may modify the Services. We will not materially reduce the core functionality of the Services during a paid term.Where we deprecate a materially used feature, we will give at least 90 days’ notice and, where practicable, a migration path. If a deprecation materially and adversely affects your use and we cannot offer a reasonable alternative, you may terminate the affected Services and receive a pro-rata refund of prepaid unused fees.

12Data protection and security

12.1 Data Processing Addendum

Where we process Personal Data on your behalf, the Data Processing Addendum applies and forms part of these Terms. It incorporates the European Commission Standard Contractual Clauses and the UK International Data Transfer Addendum where applicable, and describes our technical and organisational measures.

12.2 Security measures

We maintain technical and organisational measures designed to protect Customer Data against unauthorised access, disclosure, alteration, and destruction, as described in the DPA. We will not materially decrease the overall security of the Services during a paid term.

12.3 Security incidents

We will notify you without undue delay and in any event within 72 hoursof confirming a security incident affecting your Customer Data, with the information available at the time, and will provide updates as the investigation progresses. We will reasonably cooperate with your regulatory notification obligations.

12.4 Your audit rights

Once per twelve-month period, and following a security incident affecting your data, you may request: our current security documentation; completion of a reasonable security questionnaire; and a written response to specific security questions. We will respond within 30 days.

Where you are subject to a regulatory examination requiring on-site inspection, we will cooperate in good faith to accommodate it, subject to reasonable notice, confidentiality obligations, and protection of other customers’ data. On-site audits are at your expense unless they reveal our material non-compliance.

12.5 Government and law enforcement requests

We will not disclose Customer Data to a government authority unless legally compelled. Where we receive a compelled request, we will, unless legally prohibited: notify you before disclosing; give you a reasonable opportunity to seek protective relief; and disclose only the narrowest set of information responsive to the request.

13Intellectual property

13.1 Our rights

We and our licensors own all right, title, and interest in the Services, including software, models, interfaces, Documentation, Nead Materials, and the erp.io and DEV.co names and marks, together with all intellectual property rights therein.

13.2 Feedback

If you provide suggestions, ideas, or feedback about the Services, you grant us a perpetual, irrevocable, worldwide, royalty-free, sublicensable licence to use and incorporate it without obligation, attribution, or compensation. We will not identify you as the source without consent.

13.3 Publicity and references

Neither party may use the other’s name, logo, or marks in publicity without prior written consent. Where you consent in writing to be identified as a customer, you may revoke that consent at any time and we will remove the reference within 30 days. Consent to a factual customer listing does not permit use of quotations or case study material without separate consent.

13.4 Notice of infringement

If you believe content on the Services infringes your copyright, send a notice under 17 U.S.C. §512(c) to [email protected] containing the elements required by that section. We will respond in accordance with the Digital Millennium Copyright Act.

14Confidentiality

“Confidential Information” means non-public information disclosed by one party to the other that is designated confidential or that a reasonable person would understand to be confidential given its nature and the circumstances. Customer Data is your Confidential Information. The Services, Documentation, Beta Services, security documentation, and non-public pricing are our Confidential Information.

Each party will:

• use the other’s Confidential Information only to perform under these Terms;
• protect it with at least the degree of care it uses for its own confidential information, and no less than reasonable care; and
• disclose it only to personnel, Affiliates, and advisers who need to know and who are bound by confidentiality obligations at least as protective, remaining responsible for their compliance.

14.1 Exclusions

Confidential Information does not include information that is or becomes public without breach; was rightfully known without restriction before disclosure; is rightfully received from a third party without restriction; or is independently developed without use of the other party’s Confidential Information.

14.2 Compelled disclosure

A party may disclose Confidential Information where legally compelled, provided it gives prompt notice unless legally prohibited, reasonable assistance in seeking protective treatment, and discloses only the minimum required.

14.3 Duration

These obligations survive termination for five years, and indefinitely for trade secrets and for Customer Data.

15Third-Party Services

The Services connect to Third-Party Services at your direction, using credentials you supply or authorise. Your use of a Third-Party Service is governed by your agreement with its provider.

We do not control Third-Party Services and are not responsible for their availability, accuracy, security, or continued provision of an interface. If a provider changes or withdraws an API, alters its data model, or terminates your access, affected functionality may be degraded or unavailable. That is not a breach by us and does not entitle you to a refund or credit.

We will make commercially reasonable efforts to maintain connectors as part of the subscription and will not bill such maintenance as change requests.

Where data is stale because a Third-Party Service is unavailable, the Services indicate staleness rather than presenting the data as current. You remain responsible for verifying figures before relying on them for reporting or filing.

By directing us to connect to a Third-Party Service, you represent that you are authorised to do so and that the connection does not breach your agreement with that provider.

16Warranties and disclaimers

16.1 Our warranties

• The Services will perform materially in accordance with the Documentation.
• We will not materially decrease the overall security of the Services during a paid term.
• Professional Services will be performed in a professional and workmanlike manner by suitably qualified personnel.
• We will use industry-standard measures to prevent introduction of malicious code into the Services.
• Each party has full power and authority to enter into these Terms.

16.2 Exclusive remedy

Your exclusive remedy for breach of the first warranty is for us to correct the non-conformity, and if we cannot do so within a reasonable period, for you to terminate the affected Services and receive a pro-rata refund of prepaid unused fees. Your exclusive remedy for breach of the Professional Services warranty is re-performance, provided you notify us within 30 days of the deficient performance.

16.3 Disclaimers

EXCEPT AS EXPRESSLY STATED IN THIS SECTION, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, ACCURACY, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE; THAT ALL DEFECTS WILL BE CORRECTED; THAT THE SERVICES WILL MEET YOUR REQUIREMENTS; OR THAT OUTPUT WILL BE ACCURATE, COMPLETE, OR SUITABLE FOR ANY PARTICULAR PURPOSE.

17Indemnification

17.1 By us

We will defend you, your Affiliates, and your officers, directors, and employees against any third-party claim alleging that the Services, as provided by us and used in accordance with these Terms, infringe a United States patent, copyright, trademark, or trade secret, and will indemnify against damages and costs finally awarded or agreed in settlement.

If the Services become, or we believe they may become, subject to such a claim, we may at our option procure the right to continue using them, modify them to be non-infringing, or terminate the affected Services and refund prepaid unused fees.

We have no obligation for claims arising from: Customer Data; modifications not made by us; combination with items not supplied by us where the claim would not arise but for the combination; use in breach of these Terms or the AUP; use of a superseded version where the claim would have been avoided by using the current version; or Beta Services.

17.2 By you

You will defend and indemnify us, our Affiliates, and our officers, directors, and employees against any third-party claim arising from: Customer Data, including a claim that it infringes third-party rights or was collected unlawfully; your breach of Section 8 or the AUP; your breach of Section 7.6; or your violation of law in connection with the Services.

17.3 Process

The indemnified party must promptly notify the indemnifying party of the claim, give it sole control of the defence and settlement, and provide reasonable cooperation at the indemnifying party’s expense. No settlement imposing liability, obligation, or an admission on the indemnified party may be made without its consent, not to be unreasonably withheld. The indemnified party may participate at its own expense. Failure to give prompt notice relieves the indemnifying party only to the extent it is materially prejudiced.

17.4 Exclusive remedy

This Section states each party’s sole liability and exclusive remedy for third-party claims of the types described.

18Limitation of liability

18.1 Exclusion of indirect damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST BUSINESS, LOSS OF GOODWILL, OR LOST OR CORRUPTED DATA, EVEN IF ADVISED OF THE POSSIBILITY AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

18.2 Cap on direct damages

EXCEPT FOR THE EXCLUDED CLAIMS IN SECTION 18.3, EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS WILL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY YOU TO US UNDER THESE TERMS IN THE TWELVE MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY.

18.3 Excluded claims

The limitations in 18.1 and 18.2 do not apply to:

• your obligation to pay fees due;
• either party’s indemnification obligations under Section 17;
• either party’s breach of Section 14 (Confidentiality);
• your breach of Section 8 (Acceptable use) or infringement of our intellectual property; or
• liability that cannot be limited or excluded under applicable law, including fraud, fraudulent misrepresentation, gross negligence, wilful misconduct, or death or personal injury caused by negligence.

18.4 Enhanced cap for data breach

For claims arising from our breach of Section 12 (Data protection and security) resulting in unauthorised disclosure of Customer Data, the cap in 18.2 is increased to two times the amounts paid or payable in the preceding twelve months.

18.5 Allocation of risk

These limitations reflect an allocation of risk between the parties and form an essential basis of the bargain. The fees would be materially higher without them. They apply regardless of the theory of liability, whether contract, tort, strict liability, or otherwise.

19Insurance

During the term, we will maintain at our own expense insurance coverage appropriate to a company of our size and the nature of the Services, which we expect to include:

On written request, we will provide a certificate of insurance evidencing coverage. Where an Order Form specifies minimum coverage limits or requires you to be named as an additional insured, that Order Form controls.

Maintaining insurance does not limit our liability under these Terms, and the limits of coverage do not operate as a cap on liability beyond that set out in Section 18.

20Term, suspension, and termination

20.1 Term

These Terms begin when you first accept them or use the Services and continue until all subscriptions and engagements have expired or been terminated.

20.2 Termination for cause

Either party may terminate for material breach on 30 days’ written notice if the breach remains uncured at the end of that period. Either party may terminate immediately on written notice if the other becomes insolvent, makes an assignment for the benefit of creditors, has a receiver appointed, or becomes subject to bankruptcy or similar proceedings not dismissed within 60 days.

We may terminate immediately for your breach of Section 8 (Acceptable use) where the breach is not capable of cure or presents a risk to other customers.

20.3 Termination for convenience

You may terminate a subscription for convenience effective at the end of the then-current term by giving notice at least 30 days before renewal. We may terminate a subscription for convenience on 90 days’ written notice, in which case we will refund prepaid unused fees on a pro-rata basis.

20.4 Effect of termination

On termination or expiry: your right to access the Services ends; all fees accrued before the effective date remain payable and become immediately due; and each party will return or destroy the other’s Confidential Information, subject to Section 21 and to retention required by law.

20.5 Transition assistance

For up to 60 days after termination other than for your breach of Section 8, we will on written request provide reasonable transition assistance — additional exports, schema documentation, and answers to migration questions — at our then-current professional services rates, or at no charge where we terminated for convenience.

20.6 Survival

The following survive termination: Sections 2 (Definitions), 5 (accrued fees), 6.3 and 6.4 (Output), 7.1 (ownership), 13 (Intellectual property), 14 (Confidentiality), 17 (Indemnification), 18 (Limitation of liability), 20.4 to 20.6, 21 (Data export and deletion), 22 (Governing law), 26 (Dispute resolution), and 27 (General), together with any provision that by its nature should survive.

21Data export and deletion

21.1 Export during the term

You may export Customer Data at any time during the term, on a schedule you configure, to storage you control, in open and documented formats. This is a standard capability and does not require a support request, a fee, or a termination event. Exports include the ledger, subledgers, dimensions, master records, documents, and the audit trail.

21.2 Export after termination

For 30 days after termination we will, on written request, provide a final export in the same formats at no charge. We will not withhold export functionality for non-payment of disputed amounts.

21.3 Deletion

Following the period in 21.2, we will delete Customer Data from live systems within 30 days and from backups within 90 days, and will provide written confirmation of the deletion dates on request. We may retain Customer Data where required by law or where subject to a legal hold, in which case it remains subject to Section 14.

21.4 Source code escrow

Source code escrow is available on applicable plans, on terms set out in a separate escrow agreement. We state plainly that escrowed code without our infrastructure and operational knowledge is of limited practical value, and that the data export is the more meaningful protection.

22Governing law and venue

These Terms and any dispute or claim arising out of or in connection with them, including non-contractual disputes, are governed by and construed in accordance with the laws of the State of Arkansas, without regard to its conflict of laws principles.

Subject to the arbitration agreement in Section 26, the parties irrevocably agree that the state and federal courts located in Benton County, Arkansas have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms. Each party irrevocably submits to the personal jurisdiction of those courts and waives any objection based on venue or forum non conveniens.

The United Nations Convention on Contracts for the International Sale of Goods does not apply. The Uniform Computer Information Transactions Act does not apply.

22.1 Limitation period

Any claim arising out of or relating to these Terms must be brought within two years after the cause of action accrues, except for claims for non-payment, which may be brought within the period allowed by Arkansas law. Claims not brought within that period are permanently barred.

23Export control, sanctions, and anti-corruption

23.1 Export control and sanctions

The Services may be subject to United States export control and economic sanctions laws. You represent and warrant that you are not: located in, organised under the laws of, or ordinarily resident in a country or territory subject to comprehensive United States sanctions; identified on any United States government restricted-party list; or owned or controlled by such a person.

You will not export, re-export, or make the Services available in violation of those laws, or use the Services in connection with nuclear, chemical, biological weapons, or missile technology development.

23.2 Anti-corruption

Each party will comply with the United States Foreign Corrupt Practices Act, the UK Bribery Act where applicable, and comparable anti-corruption laws. Neither party will offer, promise, or provide anything of value to any government official or other person to improperly obtain or retain business.

23.3 Government users

The Services are “commercial computer software” and “commercial computer software documentation” under FAR 12.212 and DFARS 227.7202. Government users acquire only the rights stated in these Terms. Any use, duplication, or disclosure by the United States Government is subject to those restrictions.

24Accessibility

We design the Services with reference to the Web Content Accessibility Guidelines (WCAG) 2.1 Level AA. We do not currently claim full conformance, and we will not represent conformance we have not tested for.

Known limitations and our current status are available on request, together with a Voluntary Product Accessibility Template where we have one.

If you encounter an accessibility barrier, write to [email protected]with “Accessibility” in the subject line. We will acknowledge within two business days, describe any workaround available, and tell you honestly whether and when we expect to remediate.

Where you have a legal obligation requiring a specific conformance level, raise it during evaluation. We would rather tell you we do not meet it than discover it after contracting.

25Notices

Notices under these Terms must be in writing and are effective on receipt, or on the next business day if delivered electronically outside business hours.

You consent to receive notices electronically. It is your responsibility to keep your account contact details current; notice to a stale address you failed to update is effective.

26Dispute resolution, arbitration, and class action waiver

26.1 Informal resolution first

Before initiating arbitration or litigation, the party raising the dispute must send a written notice to the other describing the dispute, the relief sought, and the factual basis. The parties will then confer in good faith for 45 days. Senior representatives with authority to settle must participate. This requirement does not apply to claims under Section 26.5.

26.2 Binding arbitration

Except as provided in 26.5 and 26.7, any dispute arising out of or relating to these Terms or the Services that is not resolved under 26.1 will be resolved by binding individual arbitration administered by JAMS under its Comprehensive Arbitration Rules, or by the American Arbitration Association under its Commercial Arbitration Rules where the parties agree.

• Seat and venue: Benton County, Arkansas, unless the parties agree otherwise. Hearings may be conducted remotely by agreement.
• Arbitrator: one neutral arbitrator with experience in commercial software disputes, appointed under the applicable rules.
• Governing law: Arkansas substantive law, with the Federal Arbitration Act governing the interpretation and enforcement of this Section.
• Authority: the arbitrator may award any relief available in court, subject to the limitations in Section 18, but may not award relief against anyone who is not a party.
• Reasoned award: the arbitrator will issue a written, reasoned award. Judgment may be entered in any court of competent jurisdiction.
• Confidentiality: the arbitration and its outcome are confidential except as necessary to enforce the award or as required by law.

26.3 Costs

Each party bears its own attorneys’ fees and costs, and the parties share administrative and arbitrator fees equally, unless the arbitrator determines a claim was frivolous or brought for an improper purpose, in which case the arbitrator may reallocate fees as permitted by the applicable rules.

26.4 Class action waiver

THE PARTIES WAIVE ANY RIGHT TO BRING OR PARTICIPATE IN A CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE ACTION.The arbitrator may not consolidate more than one party’s claims and may not preside over any form of representative proceeding. If this waiver is found unenforceable as to a particular claim, that claim only will proceed in court and the remainder of this Section continues to apply.

26.5 Exceptions

This Section does not apply to, and either party may bring in court:

• an action seeking injunctive or other equitable relief to protect intellectual property or Confidential Information;
• a claim in small claims court within its jurisdictional limits; or
• an action to compel arbitration or enforce an arbitration award.

26.6 Jury trial waiver

TO THE EXTENT PERMITTED BY LAW, AND WHERE A DISPUTE PROCEEDS IN COURT RATHER THAN ARBITRATION, EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ANY RIGHT TO TRIAL BY JURY.

26.7 How to opt out of arbitration

You may opt out of Sections 26.2 and 26.4 by sending written notice within 30 days of first accepting these Terms to: Nead, LLC, 1425 Broadway 22689, Seattle, WA 98112, United States, with a copy to [email protected]. The notice must state your name, your organisation, and that you are opting out of the arbitration agreement.

Opting out has no effect on any other part of these Terms, on pricing, or on the Services you receive, and we will not treat it as a reason to decline or terminate your business. If you opt out, disputes proceed under Section 22.

26.8 Survival and severability

This Section survives termination. If any part other than 26.4 is found unenforceable, it is severed and the remainder continues. If 26.4 is found unenforceable in its entirety, this entire Section is void and disputes proceed under Section 22.

27General provisions

27.1 Force majeure

Neither party is liable for failure or delay in performance, other than payment obligations, caused by events beyond its reasonable control, including natural disaster, epidemic, war, terrorism, civil unrest, labour dispute, governmental action, internet or utility failure, or failure of a third-party provider, provided it promptly notifies the other and takes reasonable steps to mitigate. If the event continues for more than 60 days, either party may terminate the affected Services without liability.

27.2 Assignment

Neither party may assign these Terms without the other’s written consent, not to be unreasonably withheld, except that either party may assign to an Affiliate or to a successor in connection with a merger, acquisition, or sale of substantially all assets, on written notice. Any other attempted assignment is void. These Terms bind and benefit permitted successors and assigns.

27.3 Subcontracting

We may engage subcontractors and subprocessors to perform under these Terms and remain responsible for their performance. Subprocessors handling Personal Data are governed by the DPA, including its notification and objection rights.

27.4 Independent contractors

The parties are independent contractors. Nothing creates a partnership, joint venture, agency, fiduciary, or employment relationship. Neither party may bind the other.

27.5 No third-party beneficiaries

These Terms are for the benefit of the parties and their permitted successors and assigns only. No other person has any right to enforce any of its terms, except that our Affiliates and licensors may enforce Sections 13 and 14, and your Affiliates named on an Order Form may enforce their right to use the Services.

27.6 Severability, waiver, and remedies

If any provision is held unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remainder continues in effect. A failure or delay in enforcing a provision is not a waiver of it, and a waiver on one occasion is not a waiver on any other. Except where expressly stated to be exclusive, remedies are cumulative.

27.7 Entire agreement

These Terms, together with any Order Form, SOW, the DPA, the SLA, the AUP, and our Privacy Policy, constitute the entire agreement between the parties and supersede all prior proposals, representations, and understandings on the subject. Neither party has relied on any statement not set out in these documents, except that nothing excludes liability for fraudulent misrepresentation.

27.8 Changes to these Terms

We may update these Terms. For material changes affecting a paid subscription, we will give at least 30 days’ notice before the change takes effect, and the change will apply from your next renewal. For changes affecting website use only, the updated Terms take effect on posting.

Where a material change is materially adverse to you and we cannot agree an alternative, you may terminate the affected Services before the change takes effect and receive a pro-rata refund of prepaid unused fees. Continued use after the effective date constitutes acceptance. Prior versions are available on request.