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Caytava, End User License and Subscription Agreement (Terms of Service)

Version: 2.0 · Last updated: July 19, 2026 · Effective: October 1, 2026

PREAMBLE — PLEASE READ CAREFULLY

THIS END USER LICENSE AND SUBSCRIPTION AGREEMENT (this "Agreement") is a binding legal contract between Caytava Inc., a Delaware corporation with offices at 8 The Green, Suite B, Dover, DE 19901 ("Caytava," "we," "us," or "our"), and the individual or legal entity that accepts this Agreement ("Customer," "you," or "your").

BY (a) CLICKING "I AGREE" OR A SIMILAR BUTTON, (b) COMPLETING AN ONLINE CHECKOUT OR SUBSCRIPTION SELECTION ON CAYTAVA'S PRICING PAGE THAT REFERENCES THIS AGREEMENT (OR, FOR NEGOTIATED ENTERPRISE PURCHASES, EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT), (c) CREATING AN ACCOUNT, OR (d) ACCESSING OR USING THE SERVICE, YOU AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE, DO NOT ACCESS OR USE THE SERVICE.

IF YOU ARE ACCEPTING THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY, AND "CUSTOMER" REFERS TO THAT ENTITY. IF YOU ARE AN ACCOUNTANT, BOOKKEEPER, OR OTHER PROFESSIONAL ADVISOR ACCEPTING ON BEHALF OF A CLIENT, SECTION 7 (ADVISORS AND ACCOUNTANT ACCESS) APPLIES AND YOU REPRESENT THAT YOU HAVE YOUR CLIENT'S AUTHORITY TO DO SO.

SECTION 24 CONTAINS A BINDING ARBITRATION PROVISION AND A CLASS ACTION WAIVER THAT AFFECT YOUR LEGAL RIGHTS. PLEASE READ IT CAREFULLY.

SECTION 18 (NO PROFESSIONAL ADVICE; CUSTOMER RESPONSIBILITY FOR ACCURACY) IS FUNDAMENTAL TO THIS AGREEMENT. THE SERVICE IS A TOOL. IT IS NOT A SUBSTITUTE FOR YOUR OWN JUDGMENT, YOUR OWN INTERNAL CONTROLS, OR THE ADVICE OF A QUALIFIED ACCOUNTANT, AUDITOR, TAX PROFESSIONAL, OR ATTORNEY.

1. DEFINITIONS

1.1 "Account" means the Customer instance of the Service, including all Users, Entities, and Customer Data associated with it.

1.2 "Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with a party, where "control" means ownership of more than fifty percent (50%) of the voting interests.

1.3 "Aggregated Data" means data derived from Customer Data or from use of the Service that has been de-identified and aggregated such that it does not identify Customer, any User, any Entity, or any natural person, and cannot reasonably be used to re-identify any of them.

1.4 "AI Features" means any feature of the Service that uses machine learning, generative artificial intelligence, or similar automated techniques to produce classifications, categorizations, reconciliations, forecasts, summaries, narrative text, journal entry suggestions, anomaly flags, or other outputs. See Section 11.

1.5 "Confidential Information" has the meaning given in Section 14.

1.6 "Customer Data" means all data, records, files, documents, financial information, transaction records, ledgers, and other content that Customer or its Users submit to, or that is collected by the Service on Customer's behalf (including through Financial Data Connections), together with all outputs generated from it that are specific to Customer.

1.7 "Documentation" means the then-current user guides, technical documentation, and online help for the Service made generally available by Caytava at https://caytava.com.

1.8 "Entity" means a distinct legal entity, company file, book, or set of books maintained within the Account. Subscription tiers may limit the number of Entities.

1.9 "Financial Data Connection" means any automated connection through which the Service retrieves data from, or transmits data to, a financial institution, payment processor, payroll provider, tax authority, e-commerce platform, or similar third party — including bank and credit card feeds — whether provided directly or through a third-party data aggregator.

1.10 "Order Form" means Customer's online plan selection and checkout completed on the Caytava pricing page at https://caytava.com/pricing (a "Click-Through Order") or, for negotiated enterprise purchases, a mutually executed ordering document, in each case referencing this Agreement and specifying the subscription plan, User counts, Entity counts, Term, and Fees. The plan, limits, and Fees displayed at checkout and recorded in Caytava's order confirmation form part of the Order Form.

1.11 "Professional Services" means implementation, migration, configuration, data conversion, training, or advisory services provided by Caytava under a separate statement of work.

1.12 "Service" means the Caytava accounting and financial software platform identified in the applicable Order Form, including the web application, mobile applications, APIs, Documentation, and any updates or upgrades made generally available, but excluding Third-Party Services.

1.13 "Third-Party Service" means any application, integration, connector, add-on, service, or content provided by a party other than Caytava, whether or not it is listed in a Caytava marketplace or directory.

1.14 "User" means an individual authorized by Customer to access the Service under Customer's Account, including Customer's employees, contractors, agents, Affiliates' personnel, and Advisors.

2. THE SERVICE AND GRANT OF RIGHTS

2.1 Grant. Subject to Customer's compliance with this Agreement and payment of all Fees, Caytava grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable right during the Term to access and use the Service and Documentation solely for Customer's internal business purposes, and, where applicable, for the internal business purposes of the clients for whom Customer is an Advisor as permitted by Section 7.

2.2 Software as a Service; No Copy Delivered. The Service is provided as a hosted, multi-tenant service. Except for any mobile or desktop client software that Caytava makes available for installation, no copy of the software is delivered to Customer. Any such client software is licensed, not sold, and is subject to this Agreement.

2.3 Named Users; No Sharing of Credentials. User subscriptions are for named individuals. Login credentials may not be shared or used by more than one individual. A User subscription may be permanently reassigned to a new individual replacing one who no longer requires use of the Service. Customer will not circumvent User, Entity, transaction volume, storage, or API rate limits associated with its subscription plan.

2.4 Affiliates. Customer's Affiliates may use the Service under Customer's Account provided Customer remains responsible for their compliance with this Agreement and for all Fees.

2.5 Reservation of Rights. Caytava and its licensors retain all right, title, and interest in and to the Service, the Documentation, and all related intellectual property. No rights are granted to Customer other than as expressly set out in this Agreement. There are no implied licenses.

2.6 Modifications to the Service. Caytava may modify, enhance, or improve the Service from time to time. Caytava will not materially decrease the core functionality of the Service purchased by Customer during a paid subscription term. If Caytava discontinues a material feature, it will provide at least ninety (90) days' notice and, at Customer's election, a pro-rata refund of prepaid Fees attributable to the remainder of the then-current term for the discontinued feature.

2.7 Beta Features. Caytava may offer features designated as beta, preview, early access, or evaluation ("Beta Features"). Beta Features are provided "AS IS," without warranty or service level commitment, may be modified or withdrawn at any time, and should not be relied upon for the preparation of statutory financial statements, regulatory filings, or tax returns. Caytava's liability arising from Beta Features is limited to the maximum extent permitted by law.

3. USE RESTRICTIONS

3.1 Customer will not, and shall not permit any User or third party to:

3.2 Audit Trail Integrity. The Service maintains immutable audit trail and journal records to support the reliability of Customer's books. Customer acknowledges that Caytava does not provide, and will not provide, functionality to delete or retroactively alter posted audit trail entries, and that any request to do so will be declined.

4. PROHIBITED AND RESTRICTED DATA

The categories of data described in Sections 4.1 through 4.3 are referred to collectively as "Prohibited or Restricted Data."

4.1 Cardholder Data. Customer will not store full payment card numbers, magnetic stripe data, card verification codes, or PINs in free-text or unstructured fields of the Service. Where the Service supports payment card processing, Customer will use only the designated, tokenized fields and functions. Caytava maintains PCI DSS compliance only for those components of the Service expressly identified as in scope at https://caytava.com/legal/security#pci-scope. The Service does not itself collect or store full payment card numbers; card acceptance and card funding are processed by PCI DSS-compliant third-party payment processors, and the Service stores only tokenized references.

4.2 Protected Health Information. The Service is not designed for, and may not be used to store, process, or transmit, protected health information subject to the U.S. Health Insurance Portability and Accountability Act (HIPAA) or comparable health privacy laws. Caytava is not a "business associate" and will not execute a business associate agreement in respect of the Service.

4.3 Other Restricted Data. Unless expressly agreed in writing, Customer will not submit to the Service: (a) government-issued identification numbers other than taxpayer identification numbers required for tax reporting functions; (b) biometric identifiers; (c) data subject to ITAR, EAR classification above EAR99, or comparable export-controlled classifications; or (d) data of children under 13 (or the applicable age of digital consent).

4.4 Consequences. Customer is solely responsible for any Prohibited or Restricted Data it submits. Caytava may remove or quarantine such data upon becoming aware of it, and any resulting loss of data or disruption is not a breach by Caytava.

5. ACCOUNTS, USERS, AND SECURITY

5.1 Registration. Customer will provide accurate, complete, and current registration information, including a valid legal entity name, address, and jurisdiction of tax residency, and will keep it current.

5.2 Credentials. Customer is responsible for maintaining the confidentiality of all credentials and for all activity occurring under its Account, whether or not authorized, except to the extent caused by Caytava's breach of its security obligations. Customer will notify Caytava at security@caytava.com promptly upon becoming aware of any unauthorized access.

5.3 Multi-Factor Authentication. Customer will enable multi-factor authentication for all Users.

5.4 Administrator Rights. Customer's designated administrators control User provisioning, permission levels, approval workflows, and data export. Customer is responsible for configuring segregation of duties and approval thresholds appropriate to its own internal control environment. Caytava does not design, assess, or opine on Customer's internal controls over financial reporting.

5.5 Single Sign-On. Customer is required to use SSO or federated identity. Customer assumes responsibility for the security, provisioning, and de-provisioning of identities through its identity provider.

5.6 User Compliance. Customer is responsible for its Users' compliance with this Agreement, and any act or omission by a User that would breach this Agreement is deemed a breach by Customer.

6. CUSTOMER DATA

6.1 Ownership. As between the parties, Customer owns and retains all right, title, and interest in and to Customer Data, including all intellectual property rights in it. This Agreement grants Caytava no rights in Customer Data other than as set out below.

6.2 License to Caytava. Customer grants Caytava and its sub-processors a worldwide, non-exclusive, royalty-free license to host, store, copy, transmit, display, index, process, back up, and otherwise use Customer Data solely to: (a) provide, maintain, secure, and support the Service; (b) prevent or address technical, security, or fraud issues; (c) comply with law; and (d) create Aggregated Data as permitted by Section 6.4.

6.3 Use for Model Training. Caytava may use Customer Data to train and improve machine learning models used across the Service. Customer may opt out at any time by submitting a support ticket under the support menu. Opting out does not affect models already trained.

6.4 Aggregated Data. Caytava may create and use Aggregated Data for any lawful purpose, including benchmarking, product improvement, analytics, and publication of industry insights, and owns all rights in Aggregated Data. Caytava will not publish Aggregated Data in any form that identifies Customer or any User, and will not disclose Aggregated Data in a manner that permits re-identification.

6.5 Accuracy and Legality of Customer Data. Customer is solely responsible for the accuracy, quality, integrity, legality, and completeness of Customer Data, for obtaining all consents and providing all notices required for Caytava to process it (including in respect of Customer's own customers, suppliers, and employees), and for the consequences of submitting inaccurate data to the Service.

6.6 Data Export. During the Term, Customer may export Customer Data at any time in CSV (available on the reporting and register surfaces throughout the Service), a QuickBooks-compatible IIF export of the full general ledger, chart of accounts, and customer/vendor lists, and rendered report files (XLSX/PDF) through self-service functions in the Service.

6.7 Backups. Caytava maintains backups of Customer Data in accordance with its then-current backup policy, currently encrypted automated daily backups of the production database with point-in-time recovery over a rolling window of at least seven (7) days, plus periodic logical exports retained in separate cloud storage. Backups are a disaster recovery measure for the Service as a whole and are not a substitute for Customer maintaining its own records. Customer is responsible for maintaining its own copies of source documents and statutory records.

7. ADVISORS AND ACCOUNTANT ACCESS

7.1 Advisor Use. Accountants, bookkeepers, tax preparers, fractional CFOs, and similar professionals ("Advisors") may use the Service to provide services to their own clients, either through their own Account or by being invited as a User to a client's Account.

7.2 Contracting Party. Where an Advisor creates or pays for an Account on behalf of a client, the parties will identify in the Order Form which entity is the "Customer" and holds the Account. Absent a contrary designation, the entity named as the account owner in the Service is the Customer and owns the Customer Data. Caytava is not responsible for resolving disputes between an Advisor and its client over control of, or access to, an Account or Customer Data, and may in its discretion suspend access pending resolution or a court order.

7.3 Advisor Representations. An Advisor represents that it has authority from each client whose data it submits, that its engagement terms with that client permit use of the Service, and that it will not use client data other than to serve that client.

7.4 Transition on Disengagement. Upon written request from an account-owning client, Caytava will honor the client's instruction regarding removal of an Advisor's access, subject to verification of authority.

7.5 No Agency. Advisors are not agents, partners, or representatives of Caytava. Caytava makes no representation about, and is not responsible for, the services any Advisor provides.

8. FINANCIAL DATA CONNECTIONS AND BANK FEEDS

8.1 Authorization. By enabling a Financial Data Connection, Customer authorizes Caytava and its designated data aggregation providers to access, retrieve, and store data from the relevant third-party account on Customer's behalf, using credentials, tokens, or direct institution connections that Customer supplies or authorizes. Customer represents that it is authorized to grant this access for each connected account.

8.2 Third-Party Aggregators. Financial Data Connections may be delivered through third-party aggregators, whose terms and privacy practices apply in addition to this Agreement. Current providers are listed at https://caytava.com/legal/subprocessors#aggregators.

8.3 No Warranty of Feed Completeness. Financial institutions change interfaces, impose limits, and experience outages without notice. Caytava does not warrant that any Financial Data Connection will be continuous, complete, timely, or accurate, and does not warrant that all transactions will be retrieved. Customer remains responsible for reconciling the Service against authoritative statements issued by its financial institutions and for detecting missing or duplicate transactions.

8.4 Institution Terms. Customer is responsible for ensuring that its use of a Financial Data Connection does not violate its agreement with the relevant financial institution.

8.5 Fees. Financial Data Connections are provided at no additional charge except where identified on the Pricing Page or at checkout or where an institution or aggregator imposes a charge that Caytava passes through with prior notice.

9. PAYMENT AND MONEY MOVEMENT FUNCTIONS

9.1 Separate Terms. Payment initiation, card acceptance, ACH origination, and payroll disbursement functions are provided subject to the additional terms at https://caytava.com/legal/payments-terms and, where applicable, by a licensed money transmitter or bank partner rather than by Caytava.

9.2 Authorization and Verification. Customer authorizes Caytava and its partners to initiate transfers as instructed through the Service. Caytava may hold, review, delay, or decline any transaction for risk, compliance, sanctions screening, or anti-money-laundering reasons, with or without prior notice where notice is prohibited by law.

9.3 Customer Responsibility. Customer is responsible for the accuracy of payee details, amounts, and timing. Caytava is not liable for payments made to an incorrect recipient as a result of information supplied by Customer or by a compromised User account, except to the extent caused by Caytava's gross negligence or willful misconduct.

9.4 Insufficient Funds. Customer is responsible for maintaining sufficient funds and for any returned-item fees, which may be charged to Customer's payment method.

9.5 KYC. Customer will provide beneficial ownership, identity verification, and other information reasonably required for Caytava or its partners to satisfy know-your-customer and anti-money-laundering obligations, and Caytava may suspend functions until it is provided.

10. TAX AND FILING FUNCTIONS

10.1 Calculation Is Not Determination. Any tax rate, nexus, taxability, or liability calculation produced by the Service is an estimate based on the data Customer supplies and on rate and rule data obtained from third parties. Caytava does not determine Customer's tax obligations.

10.2 Customer Responsibility for Filings. Customer is solely responsible for reviewing, approving, and timely filing all returns and remittances, for registering in the correct jurisdictions, and for the accuracy and completeness of all filings. Customer is solely responsible for all interest, penalties, assessments, and professional fees arising from any late, incorrect, incomplete, or rejected filing or remittance, except to the extent directly caused by Caytava's gross negligence or willful misconduct.

10.3 Substantiation. Customer will maintain documentation sufficient to substantiate the accuracy and completeness of every return or report generated with the assistance of the Service, for the period required by applicable law.

10.4 Amended Returns. Unless expressly stated in the Documentation, the Service does not support amended returns. Customer must address amendments directly with the relevant authority.

10.5 No Filing or Remittance by Caytava. The Service produces tax reports, exportable data files, and supporting schedules only. The Service does not itself prepare, sign, submit, e-file, transmit to any taxing authority, or remit payment for any tax return, report, or liability, and Caytava is not a party to any filing made by Customer.

11. AI FEATURES

11.1 Nature of AI Output. AI Features generate probabilistic outputs. They may be incomplete, outdated, or incorrect, and identical or similar outputs may be generated for other customers. AI Feature output is a suggestion, not a determination, and is not a review, compilation, attestation, audit, or assurance engagement.

11.2 Human Review Required. Customer will review, verify, and approve all AI Feature output before relying on it, and specifically before: posting journal entries; closing a period; issuing financial statements; making a filing to any tax, regulatory, or securities authority; or providing information to lenders, investors, or auditors. Customer will not configure the Service to post material entries without human review where the Service offers such a control.

11.3 Responsibility. Customer is responsible for actions taken by, or on Customer's instruction through, AI Features, including any agentic or automated workflow Customer enables.

11.4 Inputs. Prompts, instructions, and content Customer provides to AI Features are Customer Data and are treated under Section 6, including Section 6.3.

11.5 Third-Party Model Providers. Caytava may use third-party model providers to deliver AI Features. Current providers and their applicable terms are disclosed at https://caytava.com/legal/subprocessors#ai-providers. Current providers are Anthropic, PBC (Claude models; commercial terms at https://www.anthropic.com/legal/commercial-terms) and Google LLC (Gemini models; API terms at https://ai.google.dev/gemini-api/terms). Caytava contractually prohibits such providers from using Customer Data to train their general-purpose models.

11.6 Disclosure Obligations. Customer is responsible for determining whether its own professional, regulatory, or engagement-letter obligations require it to disclose the use of AI Features to its clients, auditors, or regulators.

12. THIRD-PARTY SERVICES AND INTEGRATIONS

12.1 Independent Providers. Third-Party Services are provided by independent third parties under their own terms and privacy policies. Listing in a Caytava marketplace or directory is not an endorsement, certification, or warranty.

12.2 Data Sharing. By enabling a Third-Party Service, Customer instructs Caytava to make Customer Data available to that provider to the extent authorized. Once transmitted, Customer Data is governed by the third party's terms and Caytava has no control over, and no liability for, its use, security, retention, or deletion.

12.3 Disclaimer. CAYTAVA DISCLAIMS ALL LIABILITY ARISING FROM THIRD-PARTY SERVICES. If a Third-Party Service ceases to interoperate with the Service, Caytava may discontinue the integration without liability and this will not constitute a decrease in core functionality under Section 2.6.

12.4 Compensation. Caytava may receive referral fees or revenue share from certain Third-Party Service providers. This may influence placement and prominence within Caytava's marketplace but does not affect the Fees Customer pays under Section 13.

12.5 APIs. Customer's use of Caytava APIs is subject to the API terms and rate limits at https://caytava.com/legal/api-terms. Caytava may version, deprecate, or modify APIs on ten (10) days' notice for breaking changes, except where a shorter period is required for security or legal reasons.

13. FEES, BILLING, AND TAXES

13.1 Fees. Customer will pay the fees for the plan and options Customer selects at checkout, as displayed on the Pricing Page at the time of the Order, or as stated in a negotiated Order Form ("Fees"). Except as expressly stated, Fees are non-refundable and non-cancellable, and subscription commitments cannot be decreased during a subscription term.

13.2 Auto-Renewal. Subscriptions renew automatically on month-to-month terms unless notice is provided before the end of the then-current term.

13.3 Price Changes. Caytava may change Fees effective at the start of a renewal term on at least thirty (30) days' prior notice. If Customer does not accept the change, Customer may elect not to renew.

13.4 Usage Above Plan. If Customer exceeds the Users, Entities, transaction volume, or storage included in its plan, Caytava will prompt the Customer to upgrade service; at which point, Customer may accept or reject the upgraded service and related Fees.

13.5 Payment Terms. Fees are charged in advance to Customer's designated electronic payment method; Customer may pay invoice via credit/debit card or bank transfer. Customer will keep payment information current and authorizes recurring charges.

13.6 Late Payment and Suspension. Caytava will suspend the Service if Customer payment of invoice fails (i.e. credit card transaction is blocked or bank transfer is not successful). Customer must pay for all overdue invoices in order to resume Service. Suspension does not delete Customer Data; however, a suspended Customer does not retain export rights under Section 6.6.

13.7 Taxes. Fees exclude sales, use, VAT, GST, and similar taxes, which Customer will pay, excluding taxes on Caytava's income. Customer will provide accurate tax residency and exemption documentation.

13.8 Disputes. Customer must dispute an invoice in good faith within thirty (30) days of the invoice date. Caytava will not suspend the Service for undisputed portions paid in accordance with this Section.

13.9 Free Trials. Trials are provided "AS IS" without warranty or service level commitment. Unless Customer subscribes before the trial ends, Customer Data in a trial Account may be deleted after sixty (60) days.

14. CONFIDENTIALITY

14.1 Definition. "Confidential Information" means non-public information disclosed by a party that is designated as confidential or that a reasonable person would understand to be confidential. Customer Data is Customer's Confidential Information. The Service, Documentation, security documentation, pricing, and roadmap are Caytava's Confidential Information.

14.2 Exclusions. Confidential Information excludes information that is or becomes public through no fault of the recipient, was rightfully known without restriction before disclosure, is rightfully received from a third party without restriction, or is independently developed without use of the discloser's Confidential Information.

14.3 Obligations. Each party will use at least reasonable care to protect the other's Confidential Information, will use it only to perform under this Agreement, and will disclose it only to personnel and contractors with a need to know who are bound by confidentiality obligations no less protective.

14.4 Compelled Disclosure. A party may disclose Confidential Information to the extent legally compelled, provided it gives prompt notice where legally permitted and reasonably cooperates in seeking protective treatment.

14.5 Duration. Obligations continue for the longer of: a) three (3) years after disclosure; or b) to the longest extent permitted by federal, state, and local laws in Customer jurisdiction. Obligations continue indefinitely for Customer Data and trade secrets.

15. PRIVACY AND DATA PROTECTION

15.1 Privacy Policy. Caytava's processing of personal information is described in the Privacy Policy at https://caytava.com/privacy, incorporated by reference.

15.2 Data Processing Addendum. Where Caytava processes personal data on Customer's behalf as a processor or service provider, the Data Processing Addendum at https://caytava.com/legal/dpa applies and is incorporated by reference. In the event of conflict, the DPA controls as to personal data.

15.3 Sub-processors. Caytava's current sub-processors are listed at https://caytava.com/legal/subprocessors. Caytava will provide a mechanism to subscribe to notice of new sub-processors at least thirty (30) days before they begin processing, and Customer may object on reasonable data protection grounds as set out in the DPA.

15.4 Data Location. Customer Data is hosted in the United States (Google Cloud Platform, us-central1). Caytava will not materially change the hosting region for Customer Data without sixty (60) days' notice. Support and engineering personnel may access Customer Data from other jurisdictions subject to appropriate safeguards described in the DPA.

15.5 Third-Party Personal Data. Customer is responsible for the lawful basis for, and the notices and consents required in respect of, personal data about its own customers, suppliers, employees, and contacts that it submits to the Service.

15.6 Communications. Caytava may contact Users regarding service, security, billing, and legal matters. Users may opt out of marketing communications but not out of transactional, security, or legally required notices.

16. SECURITY, CERTIFICATIONS, AND AUDIT SUPPORT

16.1 Security Program. Caytava will maintain an information security program with administrative, physical, and technical safeguards designed to protect Customer Data, consistent with the measures described at https://caytava.com/legal/security, including encryption of Customer Data in transit and at rest, access controls, logging, and personnel background screening where permitted by law.

16.2 Certifications. Caytava will maintain (starting January 2027), and make available to Customer on request no more than per twelve-month period under confidentiality obligations, a SOC 2 Type I report.

16.3 No On-Site Audit; Alternative. Given the multi-tenant architecture of the Service, Customer's audit rights are satisfied by the reports in Section 16.2. Customer does not have on-site audit rights.

16.4 Security Incidents. Caytava will notify Customer without undue delay, and in any event within three (3) days, after confirming a security incident resulting in unauthorized access to or disclosure of Customer Data, and will provide information reasonably necessary for Customer to meet its own notification obligations. Customer is responsible for determining whether it must notify its own customers, employees, regulators, or supervisory authorities, and for making any such notification.

16.5 Regulatory Requests. If Caytava receives a demand from a government authority for Customer Data, Caytava will redirect the authority to Customer where possible, and will notify Customer before disclosure unless legally prohibited.

17. SERVICE LEVELS, SUPPORT, AND MAINTENANCE

17.1 Availability. Caytava will use commercially reasonable efforts to make the Service available in accordance with the Service Level Agreement at https://caytava.com/legal/sla or Exhibit B, currently targeting 99.9% monthly uptime excluding scheduled maintenance, emergency maintenance, force majeure, Third-Party Service failures, and Customer-caused issues.

17.2 Service Credits. Service credits calculated under the SLA are Customer's sole and exclusive remedy for failure to meet the availability commitment.

17.3 Maintenance. Caytava will use reasonable efforts to schedule planned maintenance during evening time of Pacific Time Zone and to give forty-eight (48) hours' notice. Caytava recognizes that month-end, quarter-end, and year-end close periods are critical and will use reasonable efforts to avoid non-emergency maintenance during the first three business days of each month.

17.4 Support. Support is provided at the level purchased, as described at https://caytava.com/legal/support. Support does not include accounting, bookkeeping, tax, audit, or advisory services.

18. NO PROFESSIONAL ADVICE; CUSTOMER RESPONSIBILITY FOR ACCURACY

18.1 Caytava Is a Software Provider Only. Caytava is not a certified public accounting firm, registered public accounting firm, bookkeeping firm, tax preparer, registered investment adviser, broker-dealer, law firm, or insurance provider, and does not hold itself out as any of these. Caytava does not provide accounting, auditing, attestation, assurance, bookkeeping, tax, legal, valuation, actuarial, investment, or other professional advice.

18.2 No Engagement. No content, output, report, template, calculation, classification, flag, benchmark, or communication from the Service or from Caytava personnel constitutes an audit, review, compilation, agreed-upon procedures engagement, attestation, or professional opinion, and no professional or fiduciary relationship is created.

18.3 Customer Retains Full Responsibility. Customer is solely responsible for:

18.4 Retention of Records. The Service is a tool for maintaining records; it is not a statutory archive. Customer is responsible for retaining its books, records, and source documents for the periods required by applicable law and for maintaining independent copies. Caytava's retention and deletion practices under Section 20 are not calibrated to any particular statutory retention period.

18.5 Third-Party Content. Tax rates, chart-of-account templates, industry benchmarks, exchange rates, regulatory thresholds, and similar reference content are obtained from third parties, may be outdated or incorrect, and are provided for convenience only without warranty.

19. TERM, TERMINATION, AND SUSPENSION

19.1 Term. This Agreement begins on the Effective Date and continues for the subscription term selected at checkout (or stated in a negotiated Order Form), renewing under Section 13.2, until terminated (the "Term").

19.2 Termination for Convenience. Customer may cancel at any time effective at the end of the then-current billing period; no pro-rata refund is provided.

19.3 Termination for Cause. Either party may terminate this Agreement:

19.4 Suspension. Caytava may suspend Customer's or a User's access, with notice where practicable, if: (a) Fees are overdue as described in Section 13.6; (b) continued use poses a material security risk, threatens the integrity or performance of the Service, or exposes Caytava or others to liability; (c) required by law or by a governmental or regulatory authority; or (d) Caytava reasonably suspects use of the Service to commit fraud or a crime. Caytava will limit suspension in scope and duration to what is reasonably necessary and will restore access promptly once the cause is resolved.

19.5 Effect on Fees. If Customer terminates under Section 19.3, Caytava will refund prepaid Fees for the unused portion of the term. If Caytava terminates under Section 19.3, Customer will pay all Fees for the remainder of the then-current term.

20. DATA RETRIEVAL AND DELETION AFTER TERMINATION

20.1 Data Retention after Termination. Unless instructed by Customer to delete data, Caytava will retain Customer data for seven (7) years post-termination. Customer may voluntarily elect to pay a monthly subscription fee at the then-current data-retention subscription rate published on the Pricing Page to be able to access historical data and retain export rights under Section 6.6. If Customer does not voluntarily elect to pay monthly subscription fee for data retention upon notice of cancellation, Customer will be required to pay retroactive subscription fees in order to access historical Customer data and export rights.

20.2 Legal Hold and Retention Exceptions. Caytava may retain Customer Data in excess of seven (7) years where required by law, to resolve a dispute, to enforce this Agreement, or subject to a legal hold, in each case only for as long as necessary and subject to the confidentiality and security obligations of this Agreement.

20.3 Certification. On written request, Caytava will provide written confirmation of deletion following completion.

21. INTELLECTUAL PROPERTY AND FEEDBACK

21.1 Caytava IP. Caytava owns all right, title, and interest in the Service, the Documentation, all software, algorithms, models, user interfaces, know-how, and all improvements and derivative works of any of them, including any developed in the course of providing Professional Services (excluding Customer Data and Customer Confidential Information).

21.2 Feedback. If Customer or a User provides suggestions, enhancement requests, or other feedback, Caytava may use and exploit it without restriction, attribution, or compensation, and Customer grants Caytava a perpetual, irrevocable, worldwide, royalty-free license to do so.

21.3 Trademarks. Neither party may use the other's trademarks without prior written consent, except that Caytava may identify Customer by name and logo in customer lists and on its website unless Customer notifies marketing@caytava.com that it opts out.

22. WARRANTIES AND DISCLAIMERS

22.1 Mutual Warranties. Each party warrants that it has the legal power and authority to enter into this Agreement.

22.2 Caytava Warranty. Caytava warrants that during the Term: (a) it will provide the Service with reasonable care and skill and in a professional manner consistent with generally accepted industry standards; (b) the Service will perform materially in accordance with the Documentation; and (c) it will not materially decrease the core functionality of the Service during a paid subscription term.

22.3 Exclusive Remedy. For breach of Section 22.2, Caytava will, at its option, correct the non-conformity or, if it cannot do so within thirty (30) days of notice, terminate the affected subscription and refund prepaid Fees for the unused portion of the term. This is Customer's exclusive remedy for breach of warranty.

22.4 Customer Warranty. Customer warrants that it has all rights necessary to submit Customer Data to the Service and to grant the licenses in Section 6, and that its use of the Service will comply with applicable law.

22.5 DISCLAIMER. EXCEPT AS EXPRESSLY STATED IN SECTION 22.2, THE SERVICE, DOCUMENTATION, BETA FEATURES, AI FEATURES, THIRD-PARTY SERVICES, AND ALL RELATED CONTENT ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, CAYTAVA AND ITS LICENSORS AND SUPPLIERS DISCLAIM ALL OTHER WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

CAYTAVA DOES NOT WARRANT THAT: THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE; THAT DEFECTS WILL BE CORRECTED; THAT THE SERVICE WILL MEET CUSTOMER'S REQUIREMENTS; THAT ANY OUTPUT, CALCULATION, CLASSIFICATION, RECONCILIATION, FORECAST, OR REPORT WILL BE ACCURATE, COMPLETE, OR SUITABLE FOR ANY PARTICULAR PURPOSE; THAT THE SERVICE WILL CAUSE CUSTOMER TO BE IN COMPLIANCE WITH ANY LAW, ACCOUNTING STANDARD, REGULATION, OR PROFESSIONAL REQUIREMENT; OR THAT CUSTOMER DATA WILL NOT BE LOST OR CORRUPTED.

22.6 Consumer Rights. Some jurisdictions do not allow the exclusion of certain warranties. Where non-excludable statutory guarantees apply, Caytava's liability is limited, to the extent permitted, to re-supplying the Service or paying the cost of re-supply.

23. INDEMNIFICATION AND LIMITATION OF LIABILITY

23.1 Caytava Indemnity. Caytava will defend Customer against any third-party claim alleging that the Service, as provided by Caytava and used in accordance with this Agreement, infringes a U.S. patent, copyright, trademark, or trade secret, and will pay damages and costs finally awarded or agreed in settlement.

23.2 Exclusions. Caytava has no obligation under Section 23.1 to the extent a claim arises from: (a) Customer Data; (b) modification of the Service by anyone other than Caytava; (c) combination of the Service with products, data, or services not provided by Caytava where the claim would not have arisen but for the combination; (d) Third-Party Services; (e) use after notice to discontinue; or (f) Beta Features or no-charge use.

23.3 Remedies. If the Service is or may become subject to an infringement claim, Caytava may at its option procure the right to continue use, replace or modify the Service to be non-infringing, or terminate the affected subscription and refund prepaid unused Fees. This Section states Caytava's entire liability for infringement.

23.4 Customer Indemnity. Customer will defend and indemnify Caytava against any third-party claim arising from: (a) Customer Data, including any claim that it infringes third-party rights or violates law; (b) Customer's use of the Service in breach of this Agreement or applicable law; (c) Customer's provision of professional services to its own clients using the Service; (d) any tax, regulatory, or financial filing made by or for Customer; (e) Customer's failure to maintain adequate internal controls or to review output as required by Sections 11 and 18; and (f) claims by a User, a client of Customer, or an Advisor concerning ownership of or access to the Account.

23.5 Procedure. The indemnified party will promptly notify the indemnifying party, give it sole control of the defense (provided no settlement imposing liability or admission on the indemnified party is made without consent, not unreasonably withheld), and provide reasonable cooperation at the indemnifying party's expense.

23.6 EXCLUSION OF 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 ANY LOSS OF PROFITS, REVENUE, GOODWILL, BUSINESS OPPORTUNITY, ANTICIPATED SAVINGS, OR LOSS OR CORRUPTION OF DATA, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY.

23.7 LIABILITY CAP. 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 FEES PAID OR PAYABLE BY CUSTOMER TO CAYTAVA IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, AND IN NO EVENT MORE THAN $25,000.

23.8 Exclusions from the Cap. Sections 23.6 and 23.7 do not apply to: (a) Customer's payment obligations; (b) either party's indemnification obligations under Section 23.1 or 23.4; (c) Customer's breach of Section 3 (Use Restrictions) or infringement of Caytava's intellectual property; or (d) either party's gross negligence, willful misconduct, or fraud.

23.9 Data Loss Remedy. Caytava's sole obligation in respect of loss or corruption of Customer Data caused by Caytava is to use commercially reasonable efforts to restore it from the most recent available backup.

23.10 Allocation of Risk. The parties agree that the limitations in this Section reflect an agreed allocation of risk that is a fundamental basis of the bargain and forms part of the consideration for the Fees, and will apply even if a limited remedy fails of its essential purpose.

23.10 Time Limit. Except for payment claims, no action arising out of this Agreement may be brought more than one (1) year after the cause of action accrued, to the extent permitted by law.

24. GOVERNING LAW AND DISPUTE RESOLUTION

24.1 Governing Law. This Agreement is governed by the laws of the State of Delaware, without regard to conflict-of-laws rules. The UN Convention on Contracts for the International Sale of Goods does not apply.

24.2 Informal Resolution. Before initiating a formal proceeding, the parties will attempt in good faith to resolve the dispute through discussion between senior representatives for at least sixty (60) days after written notice describing the dispute.

24.3 Arbitration. Any dispute not resolved under Section 24.2 will be resolved by final and binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before a single arbitrator, seated in Dover, DE, conducted in English. Judgment on the award may be entered in any court of competent jurisdiction.

24.4 CLASS ACTION WAIVER. EACH PARTY MAY BRING CLAIMS ONLY IN ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE CLAIMS OR PRESIDE OVER ANY FORM OF REPRESENTATIVE PROCEEDING. If this waiver is found unenforceable as to a particular claim, that claim will proceed in court and the remaining claims will proceed in arbitration.

24.5 Exceptions. Either party may (a) bring an individual claim in small claims court, and (b) seek injunctive or other equitable relief in a court of competent jurisdiction to protect its intellectual property or Confidential Information, without first complying with Sections 24.2–24.3.

24.6 Opt-Out. Customer may opt out of Sections 24.3 and 24.4 by sending written notice to legal@caytava.com within thirty (30) days of first accepting this Agreement. Opting out does not affect any other provision.

25. COMPLIANCE WITH LAWS

25.1 Export Control and Sanctions. Each party will comply with U.S. export control and economic sanctions laws. Customer represents that it, its Users, and its beneficial owners are not located in, organized under the laws of, or ordinarily resident in a comprehensively sanctioned jurisdiction, and are not listed on any U.S., UK, EU, or UN restricted-party list. Customer will not permit access to the Service in violation of these laws or use the Service for a prohibited end use.

25.2 Anti-Corruption. Neither party will offer or accept any bribe, kickback, or improper payment in connection with this Agreement.

25.3 U.S. Government End Users. The Service is "commercial computer software" and "commercial computer software documentation" as defined in FAR 12.212 and DFARS 227.7202. U.S. Government end users acquire only the rights set out in this Agreement.

26. GENERAL

26.1 Changes to this Agreement. Caytava may modify this Agreement. For material changes, Caytava will give at least thirty (30) days' notice by email or in-product notice. Changes take effect at the start of the next renewal term for committed subscriptions, and on the stated effective date for month-to-month subscriptions. Changes are not retroactive. If Customer does not accept a material change, Customer's exclusive remedy is to terminate before the change takes effect and receive a refund of prepaid unused Fees.

26.2 Order of Precedence. In the event of conflict: (1) a mutually executed Order Form or amendment; (2) the terms of a Click-Through Order (including the plan terms displayed and accepted at checkout); (3) the Data Processing Addendum (as to personal data); (4) this Agreement; (5) the SLA; (6) the Acceptable Use Policy; (7) the Documentation. Pre-printed terms on a Customer purchase order have no effect.

26.3 Assignment. Neither party may assign this Agreement without the other's prior written consent, except that either party may assign it in its entirety, on notice, to a successor in connection with a merger, reorganization, or sale of all or substantially all assets. Any other attempted assignment is void.

26.4 Subcontractors. Caytava may use subcontractors and sub-processors to provide the Service and remains responsible for their performance.

26.5 Notices. Legal notices to Caytava must be sent to 8 The Green, Suite B, Dover, DE 19901 with a copy to legal@caytava.com. Notices to Customer may be sent to the administrative contact or billing email on the Account, or delivered in-product. Notice is effective on receipt, or on the next business day if sent electronically.

26.6 Force Majeure. Neither party is liable for a failure or delay caused by events beyond its reasonable control, including natural disasters, war, terrorism, civil unrest, labor disputes, epidemics, governmental action, internet or utility failures, and denial-of-service attacks. This does not excuse payment obligations.

26.7 Independent Contractors. The parties are independent contractors. This Agreement creates no partnership, franchise, joint venture, agency, fiduciary, or employment relationship.

26.8 No Third-Party Beneficiaries. There are no third-party beneficiaries to this Agreement.

26.9 Severability. If any provision is held unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions remain in effect.

26.10 Waiver. No failure or delay in exercising a right is a waiver of it.

26.11 Electronic Records and Signatures. The parties consent to conduct this transaction electronically. Electronic acceptance and electronic signatures have the same legal effect as handwritten signatures.

26.12 Survival. Sections 1, 3, 4, 6.1, 6.4, 13 (as to amounts accrued before termination), 14, 18, 20, 21, 22.5, 23, 24, 25, and 26 survive termination, along with any provision that by its nature should survive.

26.13 Entire Agreement. This Agreement, together with all Order Forms (including Click-Through Orders) and incorporated policies, is the entire agreement between the parties on its subject matter and supersedes all prior proposals and communications. Amendments must be in writing, except as permitted by Section 26.1.

EXHIBIT A — ACCEPTABLE USE POLICY

Customer and its Users will not use the Service to:

Caytava may investigate suspected violations and may suspend access under Section 19.4. Report violations to legal@caytava.com.

EXHIBIT B — SERVICE LEVEL AGREEMENT

The full Service Level Agreement is maintained at https://caytava.com/legal/sla and is incorporated by reference; this Exhibit B summarizes it. In the event of conflict for a given month, the version at that URL as of the start of that calendar month controls.

Item

Commitment

Monthly Uptime Target (see the Service Level Agreement at https://caytava.com/legal/sla)

99.9%

Measurement

Monthly, excluding Excluded Downtime

Excluded Downtime

Scheduled maintenance with notice; emergency maintenance; force majeure; Third-Party Service or Financial Data Connection failures; Customer network, equipment, or configuration; suspension permitted under Section 19.4; Beta Features

Service Credit — <99.9% to ≥90.0%

10% of monthly Fees

Service Credit — <90.0%

30% of monthly Fees

Claim Process

Written request within THIRTY (30) days of the affected month to support@caytava.com

Remedy

Service credits are the sole remedy, subject to Section 17.2

Support Response Targets

Priority 1 - 2 business hours

Priority 2 - 5 business hours

Priority 3 - 1 business day

Priority 4 - 3 business days

SIGNATURE BLOCK (for negotiated enterprise Order Forms only — no signature is required for Click-Through Orders, which are accepted electronically at checkout)

CAYTAVA INC.

By: ______________________ Name: ______________________

Title: ______________________ Date: ______________________

CUSTOMER: ______________________

By: ______________________ Name: ______________________

Title: ______________________ Date: ______________________