Terms of Service
These Terms of Service ("Terms") form a legally binding agreement between ZeroFin, Inc., together with its Affiliates ("ZeroFin," "we," "us," or "our"), and the individual or legal entity accepting these Terms ("Customer," "you," or "your"). These Terms govern your access to and use of ZeroFin's platform and related services.
By creating an account, clicking "Accept," or using the Services, you agree to these Terms.
Definitions
An entity that controls, is controlled by, or is under common control with a party.
Non-public information disclosed by one party to the other that is designated confidential or reasonably understood to be confidential. Confidential Information does not include information that (a) becomes publicly available without breach of these Terms; (b) was known to the receiving party prior to disclosure without restriction; (c) is independently developed without use of the disclosing party's Confidential Information; or (d) is lawfully received from a third party without restriction.
All data, documents, financial records, statements, files, spreadsheets, communications, transaction data, and other materials uploaded to or processed through the Services by or on behalf of Customer. Customer Data does not include anonymized or aggregated data that cannot reasonably identify Customer.
Subscription fees and any applicable usage-based fees payable under these Terms.
Events beyond a party's reasonable control, including natural disasters, war, terrorism, labor disputes, internet failures, government actions, or utility outages.
All patent, copyright, trademark, trade secret, database, and other proprietary rights worldwide.
Any report, journal entry, forecast, recommendation, categorization, analysis, or other content generated by the Services from Customer Data.
Accounting, tax, auditing, or regulatory standards including GAAP, IFRS, and local equivalents.
ZeroFin's web application, APIs, AI systems (including "Mr. CFO"), integrations, and related functionality.
The active subscription period during which Customer is authorized to access the Services.
Banks, payment processors, accounting tools, ERP systems, APIs, data providers, and other external services integrated with the Services.
Eligibility and Authority
You represent that you are at least 18 years old and have authority to bind the entity you represent.
You represent that your use of the Services complies with applicable laws, including export controls and sanctions laws.
License and Account Responsibility
ZeroFin grants Customer a limited, non-exclusive, non-transferable, revocable license to access and use the Services during the Subscription Term.
Customer is responsible for maintaining the confidentiality of account credentials and for all activities conducted through its account, including those of authorized users.
Customer must promptly notify ZeroFin of any unauthorized access or misuse.
ZeroFin may suspend or restrict access for account misuse, security concerns, suspected fraud, violations of these Terms, or non-payment.
ZeroFin may modify, enhance, retrain, update, suspend, or discontinue features of the Services at any time without liability.
Description of Services
ZeroFin provides AI-enabled financial automation tools, including historical accounting reconstruction, journal generation, reconciliation, reporting, forecasting, and anomaly detection.
ZeroFin provides software only and does not provide accounting, tax, legal, audit, fiduciary, or financial advisory services.
AI Risk Allocation and No Reliance
The Services use machine learning and probabilistic systems. Outputs may be incomplete, outdated, inconsistent, or incorrect and may be based on incomplete or inconsistent source data.
Historical reconstruction features may generate results that differ from prior accounting records, audit reports, or previously prepared financial statements. ZeroFin does not guarantee completeness or accuracy of reconstructed historical records and does not assume responsibility for correcting historical accounting errors.
ZeroFin does not verify the authenticity, legality, or completeness of uploaded source documents.
AI systems may misclassify transactions, misinterpret bank statements, or generate improper journal entries.
ZeroFin does not represent that Outputs reflect a "true and fair view" of Customer's financial position.
Customer remains solely responsible for selecting accounting treatments, reviewing and approving journal entries, historical accounting positions, prior filings, and compliance with Professional Standards.
ZeroFin does not monitor filing deadlines, regulatory obligations, internal controls, or financial reporting processes and does not undertake any duty to update Outputs after generation.
Outputs must be independently reviewed by qualified professionals before tax filings, audits, regulatory submissions, investor reporting, or material business decisions.
ZeroFin does not act as a fiduciary, trustee, agent, or advisor.
Customer assumes all risk arising from reliance on Outputs.
Ownership of Outputs and Intellectual Property
Customer owns Outputs generated from its Customer Data.
Customer grants ZeroFin a limited, non-exclusive license to use Outputs solely to provide and improve the Services, including for model training and system optimization on an anonymized or aggregated basis.
ZeroFin retains all rights in the Services, including underlying models, algorithms, software, documentation, and system improvements.
Acceptable Use
You may not use the Services to commit fraud, money laundering, tax evasion, financial crimes, or violate sanctions, export controls, or anti-corruption laws.
You may not generate false financial statements, upload malicious code, or infringe intellectual property rights.
ZeroFin may suspend or terminate access for violations.
Subscription Term and Renewal
Subscriptions renew automatically for successive periods equal to the initial Subscription Term unless canceled at least 30 days before renewal.
Cancellation takes effect at the end of the current term.
Fees and Taxes
Fees are exclusive of applicable taxes. Customer is responsible for VAT, GST, sales taxes, and similar charges.
All amounts are payable in the specified currency.
Fees are non-refundable except as required by law.
Failure to pay Fees may result in suspension of access.
ZeroFin may adjust Fees upon prior notice effective at renewal.
Data, Security, and Retention
Customer retains ownership of Customer Data.
ZeroFin may process Customer Data to provide the Services, engage subprocessors subject to appropriate safeguards, and generate anonymized data for analytics and model improvement.
ZeroFin processes Personal Data in accordance with its Privacy Policy and any applicable Data Processing Addendum.
Customer acknowledges that data may be hosted and processed internationally.
Customer is responsible for maintaining independent backups and compliance with its own data retention obligations.
Upon termination, Customer may export data for 30 days. Data deletion may occur automatically after this period. ZeroFin has no obligation to retain backups beyond the retention window.
ZeroFin is not responsible for data corruption or loss caused by Customer integrations, Third-Party Services, or API failures.
ZeroFin implements commercially reasonable safeguards but does not guarantee absolute security.
Confidentiality
Each party agrees to use reasonable measures to protect the other party's Confidential Information and to use it only for purposes of performing under these Terms.
Confidential Information may be disclosed to employees, advisors, or contractors who have a need to know and are bound by confidentiality obligations.
Confidential Information may be disclosed where required by law, provided the disclosing party is given notice where legally permitted.
Financial and Regulatory Limitations
ZeroFin does not prepare, file, sign, certify, or submit tax returns, audit reports, regulatory filings, or financial statements.
ZeroFin does not act as Customer's agent before regulators, investors, lenders, boards, or banks.
ZeroFin does not provide assurance over internal controls or financial reporting processes.
Subject to Section 15 (Limitation of Liability), ZeroFin is not liable for penalties, fines, sanctions, tax assessments, restatements, audit qualifications, investor or lender claims, board reliance, acquirer reliance, or regulatory enforcement actions, regardless of reliance on Outputs.
Indemnification
Customer agrees to defend and indemnify ZeroFin against third-party claims arising from Customer Data, uploaded materials (including intellectual property infringement), financial misstatements, employment decisions based on Outputs, fundraising representations, regulatory enforcement, investor disputes, or violations of law.
This indemnity applies only to third-party claims and does not apply to the extent finally determined by a court of competent jurisdiction that a claim results from ZeroFin's gross negligence or willful misconduct.
ZeroFin will provide prompt notice of a claim. Customer controls the defense but may not settle claims imposing liability on ZeroFin without written consent. Both parties will reasonably cooperate. If Customer fails to assume the defense within a reasonable time, ZeroFin may defend the claim at Customer's expense.
Disclaimer of Warranties
The Services are provided "as is" and "as available."
ZeroFin disclaims all warranties, including merchantability, fitness for a particular purpose, non-infringement, accuracy, and compliance with Professional Standards.
ZeroFin does not warrant uninterrupted service, error-free operation, satisfaction of Customer's internal compliance policies, or satisfaction of investor or auditor expectations.
Limitation of Liability
To the maximum extent permitted by law, ZeroFin's total aggregate liability per Customer in the aggregate during the 12-month period preceding the event giving rise to the claim shall not exceed Fees paid during that period.
This cap applies regardless of theory of liability, applies to ZeroFin and its Affiliates, and applies even if a limited remedy fails of its essential purpose. The parties agree that Fees reflect the allocation of risk set forth in this Section.
ZeroFin is not liable for indirect, incidental, consequential, special, or punitive damages, including loss of profits, goodwill, reputational harm, business interruption, funding loss, valuation loss, regulatory penalties, or data loss.
Exceptions apply only where liability cannot legally be limited.
Suspension and Termination
ZeroFin may suspend access immediately for suspected fraud, sanctions exposure, legal risk, security threats, repeated violations, non-payment, or account misuse. ZeroFin may investigate suspected violations and cooperate with law enforcement where required. Suspension may occur without prior notice where legally required.
ZeroFin may permanently terminate accounts for repeated violations of these Terms.
Upon termination, access ceases and Fees remain due. No refunds are provided except as required by law.
The following survive termination: intellectual property rights, indemnification, limitation of liability, confidentiality, dispute resolution, data retention provisions, and payment obligations.
Force Majeure
Neither party is liable for delays caused by Force Majeure Events.
Export and AML Compliance
Customer represents compliance with export controls, sanctions laws, and anti-money laundering regulations. ZeroFin does not monitor Customer transactions for AML compliance and is not a regulated financial institution.
Dispute Resolution
These Terms are governed by the laws of Delaware, USA.
Any dispute shall be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, seated in Delaware, USA, conducted in English. Proceedings may occur remotely where permitted by the arbitrator.
Judgment on the arbitration award may be entered in any court of competent jurisdiction.
If the arbitration provision is found unenforceable, the remaining provisions of these Terms remain in effect.
Either party may bring eligible claims in small claims court.
Changes to Terms
ZeroFin may update these Terms. Material changes will be communicated via email or in-app notice. Continued use constitutes acceptance.
General Provisions
The parties are independent contractors. Nothing creates a partnership, agency, or joint venture.
ZeroFin may assign these Terms in connection with a merger, acquisition, or sale of assets.
Failure to enforce a provision is not a waiver.
If any provision is unenforceable, the remainder remains in effect.
These Terms constitute the entire agreement between the parties.
Headings are for convenience only. Singular includes plural and vice versa. The terms "including" and "includes" mean "including without limitation."
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