Terms of Service

1. Agreement structure and acceptance

1.1 These General Terms of Service (the "Terms") are entered into between FinHelm Corp, a Tennessee corporation ("FinHelm," "we," "us"), and the business entity that accepts them ("Customer," "you").

1.2 Customer accepts these Terms only by:

(a) completing an affirmative acceptance action presented by FinHelm that identifies the applicable version of these Terms; or

(b) executing an ordering document that references these Terms.

Accessing or using the Service does not by itself constitute acceptance of these Terms.

1.3 The person accepting these Terms represents that they are authorized to bind the Customer. If that person does not have that authority, or the Customer does not agree, do not create an account and do not use the Service.

1.4 Each version of these Terms is identified by the version number and effective date stated in Section 25. References to "these Terms" mean the version in effect at the relevant time.

1.5 An acceptance under Section 1.2(a) requires all of the following:

(a) presentation of the applicable Terms at the point of acceptance;

(b) a deliberate acceptance action by the accepting person, rather than an inference drawn from page load, navigation or continued use;

(d) a timestamp for the acceptance;

(e) a durable record of paragraphs (a) through (d) associated with the accepting account or Authorized User; and

(f) re-acceptance where a governed change to these Terms requires it under Section 20.

1.6 These Terms govern the FinHelm service offering as a whole. Related documents and their relationship to these Terms are addressed in Section 21.

2. Definitions

"Service" means the FinHelm software offering made available by FinHelm to Customer under these Terms, including the web application, the FinHelm MCP connector and any associated interfaces FinHelm makes available.

"Connected Financial System" means an authoritative accounting or enterprise resource planning system that supplies actuals, or a planning or enterprise performance management system that supplies budgets and forecasts.

"Supported Connected Financial System" means a Connected Financial System that FinHelm makes available for connection to the Service at the relevant time. FinHelm does not commit to supporting any particular system.

"Customer Data" means, collectively:

(a) information that Customer or an Authorized User submits to, uploads to, creates within or enters into the Service, including budgets, driver sets, assumptions, scenarios, annotations and configuration; and

(b) information that FinHelm accesses from a Supported Connected Financial System under an authorization granted by Customer.

"Authorized User" means an individual whom Customer permits to access the Service under Customer's account.

"Output" means the analyses, distributions, scores, readings and other results the Service generates.

"Documentation" means the then-current product documentation FinHelm makes generally available for the Service.

"MCP Connector Terms" means the FinHelm MCP Connector Terms of Service, which govern use of the FinHelm MCP connector.

"Privacy Notice" means the FinHelm Privacy Notice, which describes FinHelm's personal-data practices. Its relationship to these Terms is addressed in Section 21.

3. Business use only; eligibility

3.1 The Service is offered solely for business and professional use. It is not offered to consumers and is not intended for personal, family or household purposes.

3.2 Customer may use the Service only if the person accepting is at least 18 years old, is acting on behalf of a business, and is not barred from receiving the Service under applicable law.

3.3 Self-service access to the Service is offered only to business entities organized in, or having their principal place of business in, the United States. A business outside the United States may use the Service only under a separate written agreement executed by FinHelm.

3.4 The Service is not designed or offered for protected health information subject to HIPAA, or for any other category of specially regulated data that FinHelm expressly identifies in the Documentation as unsupported. Customer will not submit such information to the Service.

4. Accounts, credentials and security

4.1 Access to the Service requires a FinHelm account. Account creation requires a verified email address. Purchases are made from an authenticated account. FinHelm does not offer purchase without an account.

4.2 Customer is responsible for the confidentiality of account credentials and for activity occurring under its account, except to the extent caused by FinHelm's own failure.

4.3 Customer will ensure that each Authorized User complies with these Terms. Credentials are individual and are not to be shared.

4.4 Customer will notify FinHelm promptly on becoming aware of unauthorized access to its account.

5. The Service; product state; Output

5.1 FinHelm grants Customer a non-exclusive, non-transferable, non-sublicensable right to access and use the Service during the subscription term, for Customer's internal business purposes, subject to these Terms.

5.2 The Service is provided as it exists at the time of access. FinHelm does not commit to any specific feature, capability, connected provider, roadmap item or future functionality. Descriptions of the Service outside these Terms and the Documentation, including marketing material, are not commitments and are not incorporated into these Terms.

5.3 Output is analytical. It is an estimate produced from the data available to the Service and the inputs Customer supplies. Output is not accounting, tax, audit, legal or investment advice, and is not a representation that any estimated result will occur. Customer is responsible for its own financial decisions and for any reliance it places on Output.

5.4 The Service is designed to indicate when data is unavailable, insufficient, partial, pending or unverified rather than to present a result it cannot support. This describes how the Service is intended to operate, and is subject to the remainder of these Terms and to the Documentation. It is not a warranty that the Service will be free of defects, fallbacks, errors or rendering inconsistencies.

6. Connected Financial Systems and third-party services

6.1 Customer may authorize FinHelm to access one or more Supported Connected Financial Systems. Customer represents that it has the right to grant that authorization.

6.2 FinHelm's access to a Supported Connected Financial System is read only. FinHelm does not write to, modify or post entries in a Supported Connected Financial System.

6.3 Supported Connected Financial Systems, the environment hosting the FinHelm MCP connector, and other third-party services are operated by third parties under their own terms. FinHelm does not control them, is not responsible for their availability or accuracy, and does not warrant them.

6.4 Whether a given Connected Financial System is supported may change. FinHelm does not commit to supporting any particular system, and support for one system does not imply support for another.

6.5 Customer may revoke FinHelm's access through the applicable provider, or through the Service where FinHelm makes that functionality available.

6.6 A Connected Financial System remains the system of record for the datasets it holds. FinHelm does not become the system of record for those datasets by reason of accessing them.

6.7 FinHelm's personal-data practices are described in the Privacy Notice. See Section 21 for the relationship between that document and these Terms.

7. Customer Data

7.1 As between the parties, Customer owns Customer Data. Nothing in these Terms transfers ownership of Customer Data to FinHelm.

7.2 Customer grants FinHelm a non-exclusive, worldwide, royalty-free right in Customer Data, scoped separately to each limb of that definition:

(a) Information within limb (a) of the definition of Customer Data, being information Customer or an Authorized User submits to, uploads to, creates within or enters into the Service. FinHelm may host, store, access, process, transmit and display that information as necessary to provide, secure, support and improve the Service.

(b) Information within limb (b) of the definition of Customer Data, being information FinHelm accesses from a Supported Connected Financial System under Customer's authorization. FinHelm may access, process, transmit and display that information as necessary to perform the Service operations Customer authorizes, and may host, store and retain only so much of that information as is reasonably necessary to provide, secure, support and operate those authorized operations, including normalized periodic actuals and the provenance records that identify their source. This grant does not extend to model training, benchmarking, resale, advertising or improvement, and does not authorize FinHelm to write to, modify or post entries in any Connected Financial System.

7.2.1 Section 7.2(b) defines the scope of the rights Customer grants FinHelm. It is not a representation, warranty or description of how FinHelm's systems operate technically. Nothing in Section 7.2(b) implies that FinHelm copies or retains all information available in a Connected Financial System, and nothing in it states or implies any retention period.

7.2.2 FinHelm may create and use aggregated or de-identified information derived from information within limb (a) of the definition of Customer Data to improve the Service, provided that the result does not identify Customer, any Authorized User or any individual, and provided that Section 7.3 continues to apply. No improvement right attaches to information within limb (b).

7.3 Neither grant in Section 7.2 permits FinHelm to:

(a) sell, rent or license Customer Data to any third party;

(b) use Customer Data for advertising or marketing to any person other than Customer;

(c) use Customer Data to train or fine-tune any generally available or foundation model, or any model made available to persons other than Customer; or

(d) use Customer Data for analytics or any other purpose beyond the purposes stated in the applicable paragraph of Section 7.2.

7.4 Customer is responsible for the accuracy, legality and appropriateness of Customer Data and of the instructions it gives the Service. FinHelm is not responsible for Output that reflects inaccurate or incomplete inputs.

7.5 Customer will not submit to the Service any information it lacks the right to submit, or any information described in Section 3.4.

7.6 After termination FinHelm has no obligation to retain Customer Data or to provide a copy of it. This Section 7.6 is not a deletion commitment and does not state a deadline for retention or deletion. To the extent FinHelm retains Customer Data after termination, FinHelm may use it only as reasonably necessary to secure it, to maintain it in the ordinary course of FinHelm's backup cycles, to delete or de-identify it, to comply with applicable law, to resolve disputes and to enforce these Terms. No other right under Section 7.2 continues after termination.

8. Acceptable use

8.1 Customer will not, and will not permit any Authorized User or third party to:

(a) resell, sublicense, rent or make the Service available to a third party, including as a service bureau, except as expressly permitted in a separate written agreement with FinHelm;

(b) reverse engineer, decompile or attempt to derive the source code or underlying methodology of the Service, except to the extent that restriction is unenforceable under applicable law;

(d) use the Service to develop a competing product or service, or to benchmark the Service for publication, without FinHelm's prior written consent;

(e) circumvent or attempt to circumvent authentication, entitlement, rate or access controls;

(f) upload malicious code, or use the Service in a manner that impairs its operation or the experience of other customers;

(g) use the Service in violation of applicable law, or to infringe the rights of others; or

(h) submit information Customer lacks the right to submit, or information described in Section 3.4.

9. Fees, taxes, billing and term

9.1 Fees are those presented to Customer at the time Customer selects a paid plan, or those stated in a separate ordering document.

9.2 Paid plans are billed monthly in advance unless a separate ordering document states otherwise. Fees are stated and payable in United States dollars.

9.3 Customer authorizes FinHelm and its payment processor to charge the payment method Customer provides for fees due.

9.4 Fees are exclusive of taxes. Customer is responsible for sales, use, value added and similar taxes, excluding taxes on FinHelm's income.

9.5 A paid plan renews automatically for successive monthly periods until cancelled. Customer may cancel at any time. Cancellation takes effect at the end of the then-current paid period.

9.6 Fees are non-refundable except where a refund is required by applicable law. Cancellation does not entitle Customer to a refund of fees paid for the current period, and access continues until the end of that period.

9.7 FinHelm may change its fees. FinHelm will give Customer at least 30 days' notice before a fee change applies to Customer. The change applies from the start of the first paid period beginning after that notice period. Customer may cancel under Section 19.2 before the change takes effect.

9.8 If a payment is not made when due, FinHelm may suspend or restrict Customer's access to paid features until payment is received, and may terminate under Section 19.3. FinHelm may also make no-charge access available in place of the paid plan.

10. No-charge access

10.1 FinHelm may make a no-charge tier or other no-charge access available. No-charge access is provided as it exists, may be changed or discontinued, and carries no service commitment.

11. Sales-led offerings

11.1 Certain offerings are sold through a direct sales process rather than self-service. Where FinHelm and Customer execute a separate written agreement or ordering document for such an offering, that document governs to the extent it conflicts with these Terms.

12. Confidentiality

12.1 Each party may receive non-public information of the other. The receiving party will use it only to perform under these Terms, will protect it with at least reasonable care, and will not disclose it except to personnel and advisers who need it and are bound by confidentiality obligations no less protective.

12.2 These obligations do not apply to information that is or becomes public without breach, was already known without duty, is independently developed, or is lawfully received from a third party without restriction.

12.3 A receiving party may disclose as required by law, giving the other party reasonable prior notice where legally permitted.

12.4 Customer Data is Customer's confidential information. The Service, its methodology and its non-public documentation are FinHelm's confidential information.

12.5 The obligations in this Section 12 continue after termination as follows: for Customer Data, for as long as FinHelm retains that Customer Data; for trade secrets, for as long as the information remains a trade secret under applicable law; and for all other confidential information, for three years after termination.

13. Intellectual property and feedback

13.1 FinHelm and its licensors own the Service and the FinHelm-developed models, methods, software, documentation and materials underlying it, together with all intellectual property rights in them. No rights are granted to Customer except those expressly stated in these Terms.

13.2 The Service incorporates third-party technology, including third-party software, third-party models and open-source components. Rights in that technology remain with their respective owners and are licensed under their own terms. Nothing in Section 13.1 claims ownership of third-party technology.

13.3 FinHelm names and marks used with the trademark symbol are brand designations. That symbol does not imply filing, registration or grant.

13.4 Third-party names and marks are the property of their respective owners. FinHelm's use of them is nominative and does not imply endorsement, partnership, certification or any other relationship.

13.5 If Customer provides feedback or suggestions, FinHelm may use them without restriction or obligation. Feedback is provided voluntarily and is not Customer's confidential information.

14. Service changes, availability and support

14.1 FinHelm may modify, add to or discontinue features of the Service.

14.2 During a period for which Customer has paid, FinHelm will not make a change that materially reduces the Core Functionality of Customer's plan without prior notice to Customer. "Core Functionality" means the applications and capabilities included in Customer's plan as described in the Documentation in effect at the start of that paid period. Core Functionality does not include the appearance of the Service, the presence of any particular integration or connected system, or any feature not described in that Documentation.

14.3 The Service is provided without any uptime, availability, response time or support service level commitment. No service level agreement applies unless one is stated in a separate written agreement executed by FinHelm.

14.4 FinHelm may suspend access without prior notice where necessary to address a security risk, a legal requirement, a threat to the Service, or a violation of Section 8. FinHelm will restore access when the cause is resolved.

15. Warranty disclaimer

15.1 The Service and all Output are provided "as is" and "as available."

15.2 To the maximum extent permitted by law, FinHelm disclaims all warranties, express, implied and statutory, including implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, and any warranty arising from course of dealing or usage of trade.

15.3 FinHelm does not warrant that the Service will be uninterrupted or error free, that defects will be corrected, or that Output will be accurate, complete or suitable for any particular decision.

15.4 Nothing in these Terms excludes a warranty that cannot be excluded under applicable law.

16. Limitation of liability

16.1 To the maximum extent permitted by law, neither party is liable for any indirect, incidental, special, consequential or exemplary damages, or for lost profits, lost revenue, lost data or loss of goodwill, however caused and on any theory of liability, whether or not the party was advised of the possibility of those damages.

16.1.1 To the maximum extent permitted by law, and except as stated in Section 16.1.2 and Section 16.2, each party's total aggregate liability arising out of or relating to these Terms is limited to the greater of the total fees Customer paid to FinHelm in the twelve months immediately preceding the event giving rise to the claim, or US$100.

16.1.2 To the maximum extent permitted by law, each party's total aggregate liability for breach of Section 12 is limited to the greater of two times the total fees Customer paid to FinHelm during the twelve months immediately preceding the event giving rise to the claim, or US$25,000. Section 16.1 continues to apply to a breach of Section 12.

16.2 Section 16.1.1 and Section 16.1.2 do not limit: Customer's obligation to pay fees due; Customer's obligations under Section 17; or either party's liability for fraud or willful misconduct.

16.3 Nothing in this section limits liability that cannot be limited under applicable law.

17. Indemnification

17.1 Customer will defend FinHelm against any third-party claim arising out of (a) Customer Data, (b) Customer's authorization for FinHelm to access a Supported Connected Financial System, or (c) Customer's use of the Service in breach of Section 8, and will indemnify FinHelm against damages and costs finally awarded or agreed in settlement in respect of that claim.

17.2 FinHelm will notify Customer promptly of any claim, give Customer control of the defense, and provide reasonable cooperation at Customer's expense. Customer may not settle a claim in a way that imposes an obligation on FinHelm without FinHelm's consent.

18. Compliance with law

18.1 Each party will comply with laws applicable to it in connection with these Terms.

18.2 Customer will not export, re-export or make the Service available in violation of applicable export control or sanctions laws, and represents that it is not located in, or acting on behalf of a party in, a jurisdiction subject to comprehensive sanctions.

18.3 The Service is provided from the United States. Customer is responsible for compliance with laws applicable to Customer in connection with its use of the Service, including data protection laws. FinHelm makes no representation that the Service meets requirements arising under the law of any jurisdiction outside the United States.

19. Term and termination

19.1 These Terms begin when accepted and continue until terminated.

19.2 Customer may terminate at any time by cancelling its subscription and ceasing use of the Service. The effect of cancellation on the remainder of a paid period is governed by Section 9.6.

19.3 FinHelm may terminate for Customer's material breach that is not cured within 30 days of notice, or immediately where the breach is of Section 8 or creates legal or security risk.

19.4 FinHelm may terminate no-charge access at any time on notice to Customer.

19.5 Customer may terminate these Terms without further charge if FinHelm makes a materially adverse amendment under Section 20, by giving notice before the amendment takes effect.

19.6 On termination, Customer's right to access the Service ends. Treatment of Customer Data after termination is governed by Section 7.6.

20. Changes to these Terms

20.1 FinHelm may amend these Terms. Section 1.2 governs how these Terms are first formed. This Section 20 governs their amendment once formed. FinHelm will post each amended version identified by version number and effective date, and will give Customer notice under Section 22.

20.1.1 An amendment that is not materially adverse to Customer takes effect on its stated effective date. Because Customer is already party to these Terms, Customer's continued use of the Service after that date constitutes acceptance of that amendment. This Section 20.1.1 is not a means of initial acceptance under Section 1.2.

20.1.2 For an amendment that is materially adverse to Customer, FinHelm will give at least 30 days' notice before the effective date, and Customer may terminate under Section 19.5 before that date. A materially adverse amendment binds Customer only when Customer affirmatively accepts it through the acceptance mechanism FinHelm makes available for that purpose, or in a written agreement signed by both parties. Continued use of the Service does not constitute acceptance of a materially adverse amendment.

20.1.3 If Customer neither accepts a materially adverse amendment nor terminates before its effective date, the version of these Terms in effect immediately before that date continues to govern Customer's use, and FinHelm may terminate these Terms on at least 30 days' notice effective at the end of Customer's then-current paid period.

20.1.4 An amendment is materially adverse if it materially reduces Customer's rights or materially increases Customer's obligations. A change required by law, a change affecting only features not included in Customer's plan, and a fee change governed by Section 9.7 are not materially adverse for this purpose.

20.2 Amendments apply prospectively.

21. Related documents; order of precedence

21.1 The following documents may apply to Customer's relationship with FinHelm:

(a) any written agreement or ordering document executed by both parties for a sales-led offering;

(b) the MCP Connector Terms, with respect to Customer's use of the FinHelm MCP connector; and

21.2 If there is a conflict, the documents listed in Section 21.1 apply in the order in which they are listed, with the document listed first prevailing. The MCP Connector Terms prevail over these Terms only in respect of Customer's use of the FinHelm MCP connector.

21.3 The Privacy Notice describes FinHelm's personal-data practices. It is a notice and is not incorporated into these Terms.

21.4 These Terms, together with the documents listed in Section 21.1, are the entire agreement between the parties on their subject matter and supersede all prior or contemporaneous proposals, representations and understandings, whether written or oral, including marketing and sales material.

22. Notices

22.1 FinHelm may give notice to Customer by email to the address associated with Customer's account, or by notice within the Service. Customer may give notice to FinHelm by email to legal@finhelm.ai. Notice is effective when sent, and in the case of notice within the Service, when first displayed.

23. General

23.1 These Terms are governed by the laws of the State of Tennessee, excluding its conflict-of-laws rules and excluding the United Nations Convention on Contracts for the International Sale of Goods. The state and federal courts located in Tennessee have exclusive jurisdiction over any dispute arising out of or relating to these Terms, and each party submits to that jurisdiction and waives any objection based on inconvenient forum.

23.2 Before filing a claim, a party will give the other party written notice describing the dispute and will attempt in good faith to resolve it for 30 days after that notice. This does not prevent either party from seeking injunctive relief at any time.

23.2.1 To the maximum extent permitted by law, each party waives any right to a trial by jury in any proceeding arising out of or relating to these Terms.

23.3 Neither party may assign these Terms without the other party's prior written consent, except that either party may assign these Terms without consent to a successor in connection with a merger, acquisition, corporate reorganization or sale of all or substantially all of its assets. Any other attempted assignment is void.

23.4 Neither party is liable for delay or failure caused by events beyond its reasonable control. This Section 23.4 does not excuse Customer's obligation to pay amounts already accrued and due.

23.5 If a provision is held unenforceable, it is modified to the minimum extent necessary, or severed, and the remainder continues in effect.

23.6 A failure to enforce a provision is not a waiver of it.

23.7 The parties are independent contractors. These Terms create no partnership, joint venture, agency or employment relationship.

23.8 There are no third-party beneficiaries.

24. Survival

24.1 The following sections survive termination or expiry: Section 2 (Definitions), Section 5.3 (Output), Section 7.1, Section 7.2.1, Section 7.3 and Section 7.6 (ownership of, construction of, restrictions on and post-termination treatment of Customer Data), Section 7.2 solely to the extent necessary to give effect to Section 7.6, Section 9 (Fees, as to amounts accrued before termination), Section 12 (Confidentiality, for the period determined under Section 12.5), Section 13 (Intellectual property and feedback), Section 15 (Warranty disclaimer), Section 16 (Limitation of liability), Section 17 (Indemnification), Section 21 (Related documents and precedence), Section 23 (General) and this Section 24.

24.2 Sections are cited above using the same Arabic numbering used throughout this document.

25. Version and effective date

Version 1.0. Effective September 4, 2026.

FinHelm General Terms of Service