This End User License Agreement ("Agreement") is entered into between CFO Engine, Inc., a Delaware corporation ("CFO Engine," "we," or "us"), and the enterprise entity or individual accessing or using the CFO Engine platform ("Customer," "Licensee," or "you"). This Agreement governs your access to and use of the CFO Engine software-as-a-service platform, including all related applications, tools, APIs, documentation, and ancillary services (collectively, the "Service" or "Platform").
1. DEFINITIONS
As used in this Agreement, the following terms have the meanings set forth below:
- "Authorized Users" means the employees, contractors, or agents of Customer who are authorized by Customer to access and use the Service on Customer's behalf, subject to the user limits specified in the applicable Order Form.
- "Customer Data" means all financial, accounting, payroll, tax, and related business data, records, documents, and information submitted, uploaded, or transmitted to the Service by or on behalf of Customer, including but not limited to: general ledger data, accounts receivable and payable records, payroll records, cap table data, financial statements, board materials, budget and forecast models, and related metadata.
- "Documentation" means the technical and user documentation made available by CFO Engine relating to the Service.
- "Order Form" means a written or electronic agreement executed by Customer and CFO Engine that specifies the Service tier, number of Authorized Users, fees, and other applicable terms.
- "Subscription Term" means the period during which Customer has subscribed to access the Service, as set forth in the applicable Order Form.
- "Intellectual Property Rights" means patents, copyrights, trademarks, trade secrets, and all other intellectual property and proprietary rights recognized under applicable law.
- "Aggregated Data" means de-identified, anonymized data derived from Customer Data, aggregated with data from other customers, from which Customer's identity cannot reasonably be ascertained.
2. LICENSE GRANT AND ACCESS
2.1 License Grant
Subject to the terms and conditions of this Agreement and Customer's timely payment of all applicable fees, CFO Engine hereby grants to Customer a limited, non-exclusive, non-transferable, non-sublicensable license during the Subscription Term to: (a) access and use the Service solely for Customer's internal business operations; and (b) permit Authorized Users to access and use the Service in accordance with this Agreement and the Documentation.
2.2 Scope of Use
Customer's use of the Service is limited to the features, functionality, and usage parameters specified in the applicable Order Form. Customer shall not use the Service to provide services to third parties without CFO Engine's prior written consent.
2.3 Access Credentials
CFO Engine will provide Customer with administrative access credentials upon execution of the applicable Order Form. Customer is responsible for: (a) maintaining the confidentiality of all access credentials; (b) ensuring that only Authorized Users access the Service; (c) all activities occurring under Customer's account; and (d) notifying CFO Engine promptly upon becoming aware of any unauthorized access.
2.4 API Access
Where the applicable Order Form includes API access, CFO Engine grants Customer a limited right to access and use CFO Engine's application programming interfaces solely for the purpose of integrating the Service with Customer's own internal systems. Customer shall comply with any API usage guidelines and rate limits specified in the Documentation.
3. RESTRICTIONS
Customer shall not, and shall ensure that its Authorized Users do not:
- Copy, modify, adapt, translate, reverse engineer, decompile, disassemble, or attempt to derive the source code of the Service or any component thereof;
- Sublicense, sell, resell, transfer, assign, or otherwise commercially exploit or make available to any third party the Service or any portion thereof, except as expressly permitted under this Agreement;
- Create derivative works based on the Service or the underlying software;
- Access the Service for the purpose of building a competitive product or service, or copying any features, functions, or graphics;
- Use the Service to store, transmit, or process any data that infringes the Intellectual Property Rights of any third party or violates any applicable law;
- Use the Service to transmit any malicious code, viruses, worms, or other harmful software;
- Interfere with or disrupt the integrity or performance of the Service or the data contained therein;
- Attempt to gain unauthorized access to the Service or its related systems or networks;
- Circumvent any technological protection measures implemented in the Service;
- Use the Service in any manner that violates applicable law, including applicable data protection and privacy laws.
4. CUSTOMER DATA AND DATA SECURITY
4.1 Customer Data Ownership
As between the parties, Customer retains all right, title, and interest in and to Customer Data. Customer grants CFO Engine a limited, non-exclusive license to access, process, store, transmit, and use Customer Data solely as necessary to: (a) provide and maintain the Service; (b) monitor and improve Service performance; (c) respond to Customer support requests; and (d) comply with applicable law.
4.2 Types of Customer Data Processed
The Service is designed to process and store enterprise financial data, which may include:
- General ledger entries, journal entries, and chart of accounts data;
- Accounts receivable and accounts payable aging reports and transaction records;
- Payroll records, compensation data, and related HR financial information;
- Financial statements, including income statements, balance sheets, and cash flow statements;
- Budget models, financial projections, and variance analyses;
- Cap table data, equity compensation records, and equity round documentation;
- Tax records and filings, including R&D tax credit documentation;
- Board of directors materials and investor reporting packages;
- Banking and treasury data, including cash flow forecasts and burn rate analyses;
- SaaS and operational KPIs including ARR, MRR, churn, and unit economics data.
4.3 Data Security
CFO Engine maintains a comprehensive information security program that includes: (a) encryption of Customer Data in transit using TLS 1.2 or higher and at rest using AES-256 or equivalent; (b) role-based access controls and multi-factor authentication capabilities; (c) regular vulnerability assessments and penetration testing; (d) incident response procedures; and (e) ongoing security audit and compliance activities, including CFO Engine's program to achieve SOC 2 Type II certification. CFO Engine will promptly notify Customer of any confirmed security incident involving Customer Data.
4.4 Data Backup and Recovery
CFO Engine performs regular automated backups of Customer Data. In the event of data loss due to a failure of the Service infrastructure, CFO Engine will use commercially reasonable efforts to restore Customer Data from the most recent backup.
4.5 Aggregated and De-Identified Data
Notwithstanding anything to the contrary, CFO Engine may use Aggregated Data for any lawful business purpose, including to improve the Service, develop new features, and produce industry benchmarks and reports, provided that such Aggregated Data does not identify Customer or any individual.
4.6 Data Portability and Deletion
Customer may export Customer Data from the Service at any time during the Subscription Term using the export tools provided within the platform. Upon termination or expiration of this Agreement, CFO Engine will make Customer Data available for export for a period of thirty (30) days, after which CFO Engine may delete Customer Data from its systems in accordance with its data retention policies, except as required by applicable law.
5. FEES AND PAYMENT
5.1 Fees
Customer shall pay all fees specified in the applicable Order Form. Unless otherwise stated in the Order Form, all fees are: (a) quoted and payable in United States dollars; (b) non-refundable; and (c) due and payable within thirty (30) days of the invoice date.
5.2 Automatic Renewal
Unless otherwise specified in the Order Form or unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current Subscription Term, the Subscription Term will automatically renew for successive one-year periods at CFO Engine's then-current pricing.
5.3 Fee Adjustments
CFO Engine reserves the right to adjust pricing for renewal Subscription Terms upon at least thirty (30) days' prior written notice to Customer.
5.4 Taxes
All fees are exclusive of taxes, levies, duties, or similar governmental assessments. Customer is responsible for all applicable taxes, excluding taxes based on CFO Engine's net income.
5.5 Late Payments
Amounts not paid when due shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. CFO Engine reserves the right to suspend access to the Service for any account that is more than thirty (30) days past due following written notice.
6. INTELLECTUAL PROPERTY
6.1 CFO Engine Property
CFO Engine and its licensors retain all right, title, and interest in and to: (a) the Service and all underlying software, algorithms, databases, and systems; (b) the Documentation; (c) all enhancements, improvements, and modifications to the foregoing; and (d) all Intellectual Property Rights in and to the foregoing. No rights are granted to Customer other than as expressly set forth in this Agreement.
6.2 Feedback
If Customer or its Authorized Users provide CFO Engine with feedback, suggestions, or ideas regarding the Service ("Feedback"), Customer hereby grants CFO Engine a perpetual, irrevocable, worldwide, royalty-free license to use, incorporate, and commercialize such Feedback in any manner without restriction and without compensation to Customer.
6.3 Marks
Neither party grants the other any right to use its trademarks, trade names, logos, or service marks without the other party's prior written consent, except that CFO Engine may identify Customer as a customer in its marketing materials unless Customer requests otherwise in writing.
7. CONFIDENTIALITY
7.1 Confidential Information
Each party (the "Receiving Party") acknowledges that in connection with this Agreement it will receive or have access to confidential or proprietary information of the other party (the "Disclosing Party"), including but not limited to business plans, financial information, technical data, Customer Data, and the terms and pricing of this Agreement (collectively, "Confidential Information").
7.2 Obligations
The Receiving Party agrees to: (a) hold the Disclosing Party's Confidential Information in strict confidence using at least the same degree of care it uses for its own similar information, but not less than reasonable care; (b) not disclose Confidential Information to any third party without the Disclosing Party's prior written consent, except to the Receiving Party's employees, contractors, and advisors who have a need to know and are bound by confidentiality obligations at least as protective as those herein; and (c) use Confidential Information solely as necessary to perform its obligations or exercise its rights under this Agreement.
7.3 Exceptions
The confidentiality obligations do not apply to information that: (a) becomes publicly known through no breach by the Receiving Party; (b) was rightfully known by the Receiving Party without restriction prior to disclosure; (c) is independently developed by the Receiving Party without use of Confidential Information; or (d) is required to be disclosed by applicable law or court order, provided the Receiving Party provides prompt prior written notice to the Disclosing Party and cooperates with any effort to seek confidential treatment.
8. REPRESENTATIONS AND WARRANTIES
8.1 Mutual Representations
Each party represents and warrants that: (a) it has full power and authority to enter into and perform this Agreement; (b) this Agreement has been duly authorized and constitutes a legal, valid, and binding obligation; and (c) its performance under this Agreement will not violate any applicable law or third-party agreement.
8.2 CFO Engine Warranties
CFO Engine warrants that: (a) the Service will perform materially in accordance with the applicable Documentation during the Subscription Term; and (b) CFO Engine will implement and maintain commercially reasonable security measures to protect Customer Data.
8.3 Customer Warranties
Customer represents and warrants that: (a) Customer has all necessary rights and authorizations to submit Customer Data to the Service; (b) Customer Data does not infringe the rights of any third party; (c) Customer will use the Service in compliance with all applicable laws, rules, and regulations; and (d) Customer's use of the Service will comply with all applicable financial data privacy and security laws.
8.4 Disclaimer
EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." CFO ENGINE DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. CFO ENGINE DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS, OR THAT DATA WILL BE ACCURATE OR COMPLETE. THE SERVICE IS NOT INTENDED TO PROVIDE LEGAL, TAX, OR ACCOUNTING ADVICE.
9. LIMITATION OF LIABILITY
9.1 Exclusion of Consequential Damages
IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, LOSS OF GOODWILL, OR COST OF SUBSTITUTE SERVICES, ARISING OUT OF OR RELATED TO THIS AGREEMENT, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
9.2 Aggregate Liability Cap
IN NO EVENT SHALL CFO ENGINE'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL FEES PAID BY CUSTOMER TO CFO ENGINE IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THE FOREGOING LIMITATION DOES NOT APPLY TO CUSTOMER'S PAYMENT OBLIGATIONS, A PARTY'S INDEMNIFICATION OBLIGATIONS, OR A PARTY'S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS.
10. INDEMNIFICATION
10.1 By CFO Engine
CFO Engine shall defend, indemnify, and hold harmless Customer and its officers, directors, employees, and agents from and against any third-party claims alleging that the Service, as provided and used in accordance with this Agreement, infringes any third-party patent, copyright, trademark, or trade secret. The foregoing obligation does not apply to the extent that a claim arises from: (a) Customer Data; (b) modification of the Service by anyone other than CFO Engine; (c) use of the Service in combination with other products or services not provided by CFO Engine; or (d) Customer's breach of this Agreement.
10.2 By Customer
Customer shall defend, indemnify, and hold harmless CFO Engine and its officers, directors, employees, and agents from and against any third-party claims arising out of or related to: (a) Customer Data; (b) Customer's breach of this Agreement; (c) Customer's violation of applicable law; or (d) Customer's use of the Service in a manner not authorized by this Agreement.
10.3 Indemnification Procedure
The indemnified party shall: (a) promptly notify the indemnifying party in writing of any claim; (b) grant the indemnifying party sole control of the defense and settlement; and (c) provide reasonable cooperation, at the indemnifying party's expense. The indemnifying party shall not settle any claim without the indemnified party's prior written consent if the settlement imposes any obligation or liability on the indemnified party.
11. TERM AND TERMINATION
11.1 Term
This Agreement commences on the date specified in the Order Form and continues for the Subscription Term specified therein, unless earlier terminated in accordance with this Agreement.
11.2 Termination for Cause
Either party may terminate this Agreement upon written notice if: (a) the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receiving written notice of the breach; or (b) the other party becomes insolvent, makes an assignment for the benefit of creditors, or becomes subject to bankruptcy or receivership proceedings.
11.3 Effect of Termination
Upon termination or expiration of this Agreement: (a) all licenses granted herein shall immediately terminate; (b) Customer shall cease all use of the Service; (c) each party shall return or destroy the other party's Confidential Information; (d) Customer may export Customer Data for thirty (30) days following the effective date of termination; and (e) all fees accrued prior to termination shall remain due and payable.
11.4 Survival
The following sections shall survive termination or expiration of this Agreement: Definitions, Restrictions, Intellectual Property, Confidentiality, Disclaimer, Limitation of Liability, Indemnification, and General Provisions.
12. COMPLIANCE AND REGULATORY
12.1 GAAP and Regulatory Compliance
Customer acknowledges that while the Service supports financial data management workflows that may touch on accounting standards (including ASC 606, ASC 718, and ASC 842), the Service does not constitute legal, tax, or accounting advice. Customer is solely responsible for ensuring that its use of the Service and its financial reporting complies with applicable accounting standards and regulatory requirements.
12.2 Export Controls
Customer shall not export, re-export, or transfer any portion of the Service or Customer Data to any destination, entity, or person in violation of any applicable export control laws, including U.S. Export Administration Regulations.
12.3 Anti-Corruption
Each party agrees to comply with all applicable anti-bribery and anti-corruption laws, including the U.S. Foreign Corrupt Practices Act.
13. GENERAL PROVISIONS
13.1 Governing Law and Jurisdiction
This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles. Any dispute arising out of or related to this Agreement shall be subject to the exclusive jurisdiction of the state and federal courts located in the State of Delaware.
13.2 Dispute Resolution
Before initiating formal legal proceedings, the parties agree to attempt in good faith to resolve any dispute through negotiation between senior representatives of each party for a period of thirty (30) days following written notice from the party raising the dispute.
13.3 Entire Agreement
This Agreement, together with all Order Forms and incorporated policies (including the CFO Engine Privacy Policy), constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements and understandings, whether written or oral.
13.4 Amendments
CFO Engine reserves the right to update or modify this Agreement from time to time. CFO Engine will provide at least thirty (30) days' prior written notice of any material changes. Customer's continued use of the Service following such notice period constitutes acceptance of the updated Agreement.
13.5 Assignment
Customer may not assign or transfer this Agreement, by operation of law or otherwise, without CFO Engine's prior written consent. CFO Engine may assign this Agreement in connection with a merger, acquisition, or sale of all or substantially all of its assets. Any purported assignment in violation of this section shall be null and void.
13.6 Force Majeure
Neither party shall be liable for delays or failures in performance resulting from causes beyond such party's reasonable control, including acts of God, pandemics, government actions, or internet or telecommunications failures, provided the affected party provides prompt notice and uses reasonable efforts to mitigate the impact.
13.7 Severability
If any provision of this Agreement is held to be unenforceable, such provision shall be modified to the minimum extent necessary to make it enforceable, and the remainder of this Agreement shall continue in full force and effect.
13.8 Waiver
The failure of either party to enforce any right or provision of this Agreement shall not constitute a waiver of future enforcement of that right or provision.
13.9 Notices
All notices under this Agreement shall be in writing and delivered by: (a) email with confirmation of receipt; (b) overnight courier; or (c) certified mail, return receipt requested. Notices to CFO Engine shall be sent to: [email protected], or by mail to CFO Engine, Inc., Attn: Legal, 108 Beaumont Avenue, Newton, MA 02460. Notices to Customer shall be sent to the address or email specified in the Order Form.
13.10 Relationship of the Parties
The parties are independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, employment, or fiduciary relationship between the parties.
By accessing or using the Service, or by clicking "I Agree" or executing an Order Form that references this Agreement, Customer acknowledges that it has read, understood, and agrees to be bound by this End User License Agreement.