Terms of Service

Educational use only, not advice

Outputs from these tools (suggested classifications, wording, frameworks, numbers) are educational and informational only. They are not accounting, tax, legal, or investment advice. FinPera is not acting as your accountant, lawyer, or investment advisor through these tools. Decisions about how to label revenue, structure equity, report metrics, or communicate with investors should be reviewed with qualified, licensed professionals before you act on them.

Tools may have errors, no warranty

The tools are provided "as is" and "as available". Outputs are derived from published guidance and our best engineering effort, but they may contain errors, omissions, or out-of-date information. We make no warranty as to accuracy, fitness for any purpose, or non-infringement.

No liability for direct or indirect losses

FinPera is not liable for any direct, indirect, incidental, consequential, or punitive losses arising from use of, or reliance on, any free tool or free content, including business decisions, investor or stakeholder outcomes, financial results, missed opportunities, or reliance on any output. Use is at your own risk.

Acceptance by use

By using, reading, downloading, or relying on any tool or content, you accept these terms and the corresponding privacy policy. If you do not agree, please do not use them.

We are not your advisors

Using a free tool or reading our content does not create an advisory, professional, fiduciary, or client relationship of any kind between you and FinPera. We do not know your circumstances, we are not engaged by you, and nothing we publish is tailored to your situation.

Not affiliated with anyone we reference

Our tools and content may reference, summarise, or be inspired by publicly available guidance, frameworks, standards, or commentary from third parties. FinPera is not affiliated with, sponsored by, endorsed by, or in any partnership with any third party referenced. All third-party trademarks, logos, and brand names are the property of their respective owners; references are for identification, attribution, or educational commentary only. The interpretation, structure, and output are FinPera's own and do not represent the official position of any third party referenced.

Communications

If you provide an email when submitting feedback, a suggestion, contact form, or waitlist sign-up, we use it to respond to you and to handle that request. We send product updates, announcements about new tools, and other marketing email only where you have opted in to receive them, and you can withdraw that at any time.

Service Availability

We use commercially reasonable efforts to maintain platform availability and minimize downtime. However, we do not guarantee uninterrupted or error-free service due to dependencies on third-party providers (cloud infrastructure, payment processors, AI services, email delivery, etc.). Planned maintenance will be announced in advance when possible.

Third-Party Dependencies

Our platform relies on third-party services and open source software. We are not responsible for outages or failures caused by these external providers. AI features depend on third-party models and may change, degrade or be withdrawn.

No protected health information

The Service is not designed for protected health information. You must not upload protected health information as defined under HIPAA, and FinPera is not a business associate.

1. AI is part of the Service

Delivering the results you expect requires continuous, extensive and largely automatic processing of the data in your workspace - not only the item you are working on at the time. AI reads, parses, extracts, classifies, indexes, embeds, summarises, compares, enriches, validates, scores, links and drafts from that data; runs scenarios and projections; draws inferences across modules; monitors for changes; generates derived records; and re-processes any of it. This happens in the background, on a schedule, on upload, on change, when you or a colleague use an unrelated feature, and when a feature or model is added or improved. It may involve data you supplied earlier or in a different module, and data derived from it. It also includes processing to operate, secure, support, debug and improve the Service.

This processing is part of the Service you have signed up for, carried out with the notice given in this section and in the AI Processing Notice. It is not something you switch on item by item. It is performed by FinPera and by third-party AI providers acting as our sub-processors, which are listed, with their locations, on our sub-processors page. Some of them operate outside your country, so your data may be transferred and processed internationally under appropriate safeguards (such as Standard Contractual Clauses). If you are not comfortable with data being processed in this way, do not submit it.

2. What you control, and what always runs

Where the Service offers a control over AI, it does what it describes for the processing it governs, and it can be changed by the people permitted to change it:

• Each document (professional practice vaults). A document in a professional practice vault can be switched to "Do not send this document to AI". While the switch is on, the Service does not send the document's contents to AI providers, and AI features that draw on your documents leave it out. Results generated before the switch was turned on - such as a completed review, a draft, or a report saved to the Vault - are not withdrawn and may still be used. This per-document control is not yet available in company or investor workspaces.
• Company and investor workspaces. Where the control is available, an administrator can stop workspace content being sent to AI providers. This applies to new processing; results already generated, such as search indexes, may continue to be used.
• Client engagements. In DPDP assessments, a professional practice can record each engagement's AI permission.

Security scanning, masking and logging always run, whatever these controls are set to. A control governs the feature it describes; it is not a boundary on the processing the platform performs to function, and it does not change your responsibilities under paragraph 6.

3. Training and AI providers

We do not use your content to train AI models, and we do not authorise our AI providers to train on it, unless you agree otherwise in writing. What a provider does on its own systems - including retention, logging, abuse monitoring, safety review and training exclusions - is governed by that provider's terms, not by us. Those terms may change over time and vary by provider, model, endpoint, region and configuration. We do not undertake that any provider behaves in any particular way. You are responsible for deciding whether AI processing is appropriate for the data you submit, and should review the provider terms linked from our sub-processors page for the current position.

4. Masking has limits; keep identifiers in their fields

We apply privacy controls, including best-efforts redaction, masking or anonymisation of values held in fields we classify as sensitive and of certain identifier patterns in text sent to a model, where those controls are available and appropriate. They reduce risk; they are not a guarantee. Detection in text is pattern-based and can miss things, and an image, a scanned page or a file sent to a model as a file is processed substantially as supplied. Sensitive identifiers - such as tax identification, national identity, bank account and card numbers - belong in the fields designated for them, not in notes, descriptions, free text or documents where they may not be recognised. You are responsible for what you choose to submit, including redacting a document before you upload it where its contents should not leave your control.

5. AI output: a person decides

• AI drafts and suggests; a person decides. AI features draft, summarise, extract, classify and suggest. They assist a person, who remains responsible for deciding whether to use, change or rely on what they produce. They do not make determinations of tax liability or any other decision for you.
• Output may be wrong. AI output can be inaccurate, incomplete, out of date or invented, even when it is grounded in your material or presented with confidence.
• Not professional advice, and not reviewed by us. AI output is not legal, tax, accounting, audit or investment advice. Outputs, including compliance calendars, due dates, drafts and checks, are not reviewed by FinPera, may be incomplete or out of date, and do not replace checking the statutory source.
• Review is required. Output must be reviewed by an appropriately qualified person before you rely on it or share it. Your professional, regulatory and client obligations remain yours.

6. Your confirmation that you have the permissions needed

By using the Service and by submitting any document, data or other content to it, you - the customer organisation and each of its users - represent and warrant that you have obtained, and will maintain for as long as the information is held in or processed through the Service, every consent, authorisation, permission and notice required from your clients, customers, employees, stakeholders, partners, counterparties and any other person whose information you submit, under applicable data protection and privacy law, professional confidentiality and ethics rules, and tax laws (for example, in the United States, Internal Revenue Code section 7216 and its regulations), for that information to be processed through AI features, and by FinPera and its sub-processors, as described in these Terms - including processing, and support access, outside that person's country. If a permission is withdrawn or lapses, you will stop submitting the information it covered and will exclude that information from further AI processing using the controls in paragraph 2, or remove it.

FinPera relies on this representation in providing the Service. It does not check whether those permissions have been obtained, and it does not obtain them for you. You are responsible for any claim, investigation, penalty or loss arising from a failure to obtain or maintain them, and the Indemnification section applies to it. This confirmation is in addition to, and does not limit, your representations under "Personal and confidential information about other people" in the General section.

7. Client, taxpayer and professionally confidential information

If you use the Service for work subject to professional confidentiality rules, or to rules on the use and disclosure of tax return information (for example, in the United States, Internal Revenue Code section 7216 and its regulations), paragraph 6 applies to that information in full, and the following also applies.

• Our role. Where you store or process US tax return information in the Service, FinPera acts as a provider of auxiliary services to you for the purposes of section 7216 and its regulations. We use and disclose that information only to provide, maintain, secure and support the Service for you, and as those regulations otherwise permit. We do not use it to train AI models (see paragraph 3), for advertising, or for our own analytics on the content itself.
• Support access. FinPera's personnel who support the Service are located outside the United States. Our practice is not to access workspace content except in a support session you approve. The permissions you confirm under paragraph 6 include, before you approve such a session for a workspace containing US tax return information, any taxpayer consent section 7216 requires - including the consent rules that apply to disclosure outside the United States, and the restrictions on disclosing Social Security numbers that way.
• Your own obligations. You remain responsible for your own obligations under section 7216, the FTC Safeguards Rule, and professional confidentiality rules (for example, AICPA ET 1.700.040), including maintaining your own written information security plan. On request, we provide information about our security practices to help you assess us as a service provider.

Account Creation

• You must be 18 years or older to create an account
• You must provide accurate and complete information
• You are responsible for maintaining account security

Account Security

• Use strong passwords and secure your login credentials
• Notify us immediately of any suspected unauthorized access
• You are liable for all activities under your account
• Do not share account credentials with unauthorized users

Account Suspension and Termination

We may suspend or terminate accounts for violations of these terms, illegal activity, or non-payment. An account inside an organisation's workspace is managed by that organisation, so closing it is handled by an administrator there; once you belong to no organisation, you may close the account yourself from your settings. You may submit a tracked request through the legal, data and privacy request form at any time. On termination, the process in "When access ends" applies.

Suspension for security

We may suspend access immediately where reasonably necessary to protect the Service, other customers or data, and will restore it once the risk is addressed.

Your responsibilities for security

You are responsible for who you invite and what roles you give them; enabling multi-factor authentication for your users; removing access when someone leaves; the security of your own devices and networks; what you upload and share; obtaining any client or engagement authorisation needed before AI is used on client data; and keeping your own copies of important records.

Plans with no subscription fee

Where we offer the Base plan (free of charge), it is free for as long as you use it: no card, no trial, and no charge unless you choose a paid plan. The Base plan is limited in size - for example the number of members, the number of clients a professional firm may manage, and storage - and does not include AI features. The current limits are shown on the pricing page and in Billing. Additional users on the Base plan are a paid add-on, billed monthly or yearly in advance, and access for those additional users ends at the end of the paid period if the add-on is cancelled or unpaid. A Base workspace never lapses through billing. It ends only through dormancy: if no member of the workspace has signed in for 12 months, access is treated as having ended on that anniversary and the lifecycle below applies. Any sign-in by any member resets the 12 months.

Changes to plans

We may change our plans. That includes altering what a plan contains or what it costs, renaming or merging plans, and withdrawing a plan altogether - including discontinuing the Base plan, which we do not have to offer for ever. Where a change affects a plan you are on, we will give you at least 30 days' notice by email to the account owner and administrators, and in the workspace itself.

Within that notice period you can accept the change, move to another plan, or stop using the Service and export your data. If a paid plan you are on is withdrawn and you do nothing, we will move you to the closest equivalent we offer and tell you which one before we do. If the Base plan is withdrawn and you do nothing, the lifecycle in "When access ends" applies at the end of the notice period. A price change never applies to a term you have already paid for; it takes effect from your next renewal.

When access ends

When your access ends - a trial or complimentary period finishes, a subscription is cancelled or a payment failure is not cured, or a Base workspace goes dormant - and no paid subscription starts, what happens next depends on whether we offer the Base plan for your kind of workspace.

If the Base plan is available and your workspace was on a paid plan, we move it onto the Base plan once the notice period for the lapse has passed, rather than closing it. The workspace stays open, nothing is deleted and no member is removed - your clients, documents, workflows and history are exactly as you left them, and everything you have stored stays downloadable. The Base plan's limits then apply, including the number of people who may open the workspace. Where a workspace holds more people than the Base plan includes, the account owner, administrators and anyone with billing rights keep access first, then the members who have used the workspace most recently, up to the included number; everyone else is signed out of that workspace until it is upgraded, and returns in full when it is. The account owner can change who holds those places at any time. Choosing a paid plan restores the workspace immediately.

If the Base plan is not available for your kind of workspace, or the workspace is already on the Base plan and has gone dormant, it becomes read-only: you can still open everything and export your data, but nothing can be added or changed. That read-only period lasts 60 days from the day access ended, and we remind you before it closes. When it closes, the workspace is deactivated and can no longer be opened. Your data is not deleted at that point: you can reactivate the workspace exactly as you left it by choosing a plan within 30 days of deactivation. We do not delete a deactivated workspace automatically. After that reactivation window closes, the workspace is shown as closed and can only be reopened by contacting us. We may also permanently delete its content at that point - we will try to contact the owners first, using the contact details we hold. The Account Deletion and Data Handling section below and the retention periods in the Privacy Policy then apply.

Closing a Workspace (Default Path)

• 7-day hold: Requesting closure starts a 7-day hold. Any owner can cancel it, and the workspace carries on exactly as before
• Data export: You can export everything at any point before, during, or after the hold
• Then read-only for 60 days: If the hold completes, the workspace becomes read-only - everyone can still sign in, view and export, but nothing can be added or changed
• Then deactivated, with a 30-day reactivation window: An owner or administrator can reopen it exactly as it was left, at any point in those 30 days
• After that: the workspace is shown as closed, and can only be reopened by contacting us. Nothing is deleted automatically at any point in this process
• We may delete it from there: once the reactivation window has passed, we may permanently delete the workspace's content. We will try to contact the owners first, using the contact details we hold
• Retained for compliance: Transaction records, invoices, and tax documents kept for the period required by applicable law
• Audit trail: Security and compliance logs retained per regulatory requirements

Inactive workspaces

If a workspace has not been used for a long time, we may email its owners and administrators asking them to sign in by a stated date. If nobody does, we may close it - it then follows the same steps as any closure, including a 7-day period in which any owner or administrator can cancel - and we may later permanently delete its content, as described above. A Base workspace is only treated this way after 12 months without use.

Requesting Permanent Deletion

• You can ask us to delete sooner: Instead of waiting out the hold and reactivation window above, an owner can ask us to permanently delete a workspace's content now
• We contact you first: We reach out to confirm with the owner(s) before we carry it out
• Backups: Data is removed from backups as the ordinary backup rotation turns over, and is not restored to live systems except as part of a recovery event
• What we keep: the records listed under Records We Keep below are kept even after deletion
• Irreversible: Once carried out, this cannot be undone

Closure Process

1. Open your settings and go to Your Data. If your account belongs to an organisation, that section names who to approach instead; otherwise you can start the closure there. You can also submit a data and privacy request
2. Choose to close the workspace (which follows the hold, read-only and reactivation timeline above) or ask us to permanently delete it now instead
3. Optionally export your data before proceeding
4. Re-confirm your identity
5. Type the confirmation phrase "DELETE MY ACCOUNT" to acknowledge the consequences
6. Receive confirmation - of the hold starting, or of your request for permanent deletion

Records We Keep

Even after a workspace is closed or deleted, some records are kept - for as long as applicable law requires or we reasonably need them, for example for disputes, audits or security:

• Financial records: Transaction history, invoices, and payment records, for the period applicable law requires
• Tax documents: Required for tax reporting, for the period applicable law requires
• Your organisation's customer record with us: name, billing contact, tax identifiers and address
• Audit trails and security logs
• Our communications with your organisation
• Legal holds: Data subject to active litigation or investigation
• Consent records: Proof that consent was given or withdrawn, kept for as long as we may need to evidence it and meet our accountability obligations

Prohibited Activities

• Illegal or fraudulent activities
• Spam or unsolicited communications
• Uploading malware or security threats
• Attempting unauthorized access to systems
• Using the Service to build, train or benchmark a competing product
• Automated scraping, crawling, spidering, or bulk or systematic extraction of the Service or its content - including metric and ratio definitions, calculation methods, or benchmark data - by any manual or automated means
• Reverse-engineering, decompiling, or attempting to derive the formulas, calculation methodologies, or analytics engine underlying the Service, except where this restriction is prohibited by applicable law
• Violation of securities laws or regulations
• Harassment or abuse of other users
• Impersonation or misrepresentation

Where We Build Depth

FinPera is built around industry-specific depth: sector KPI libraries, peer benchmarks, reporting formats and AI commentary shaped to how a particular kind of business actually runs. Building that well takes real research, and we can only do it properly for a finite number of industries.

So we make deliberate choices about where we invest. There are industries we have chosen not to build for. We do not research them, we do not develop KPI packs, benchmarks or sector intelligence for them, and we do not offer them as an industry when you set up your workspace. Broadly, these are areas whose core activity sits uneasily with the values we have chosen to build around, including harm to people or to animals.

That is a statement about our roadmap and our values, not a judgement of any lawful business or of the people who run it. Many of these industries are legal, carefully regulated, and run by serious, capable people. We simply have not built for them - and saying so plainly seems better than quietly offering a product that would serve them poorly.

If your business sits in one of these areas, the general FinPera product is still open to you, and everything that is not industry-specific works exactly as it does for anyone else. What you will not get is sector-specific benchmarks, KPI packs or AI commentary, because those do not exist for your industry and we have no plan to build them. We would rather you knew that now than found out later.

FinPera may decline or discontinue service at its discretion. If you believe we have misunderstood your business, you are welcome to tell us through the legal, data and privacy request form.

Payment Methods and Currency

• We accept the payment methods offered at checkout at the time you subscribe. These vary by country, plan, and payment provider, and may change
• Payments are processed by third-party payment providers. We may add, change, or stop using any provider or payment method at any time
• Prices are shown, and charged, in the currency displayed at checkout for your plan and country. We may add or change the currencies we support
• The applicable price, currency, and payment method are those shown to you at checkout and confirmed in your billing records

Billing Cycle

• Subscription fees are billed in advance (monthly or annually based on your selected plan)
• Payment is due immediately upon subscription activation and each renewal
• Failed payments result in a 7-day grace period before account suspension

Fees and Taxes

• Credit card processing fees are included in our pricing
• All fees are exclusive of applicable taxes (VAT, GST, sales tax, etc.)
• You are responsible for paying all applicable taxes based on your jurisdiction
• We will collect and remit taxes where legally required
• International transaction fees may apply based on your card issuer

Cancellation Policy (No Refunds)

You are buying access for a period, not an outcome. Fees are charged for making the Service available to you during the subscription period. They are earned when access is made available, whether or not you sign in, use any particular feature, or achieve any particular result. Before subscribing you can evaluate the Service, and by subscribing you confirm you have decided it is suitable for your needs.

• All subscriptions are non-refundable. We do not provide refunds, in whole or in part, for any reason - including cancellation, downgrade, non-use, dissatisfaction, a change in your circumstances, or a change in your assessment of the Service
• Upon cancellation, your access continues until the end of your current billing period - you keep the full period you paid for
• No prorated refunds for unused time, partial months, unused features, unused seats, or unused AI credits or allowances
• Suspension or termination of your account for breach of these Terms does not entitle you to any refund or credit
• Any credit we choose to issue is a discretionary goodwill gesture, is not an admission of any obligation, and does not create a right to, or a course of dealing entitling you to, a refund or credit on any later occasion
• Cancellation takes effect at the end of the current billing cycle - you will not be charged again
• You may cancel at any time through your account settings or by submitting a tracked request through the legal, data and privacy request form
• You agree not to initiate a chargeback or payment dispute in place of cancelling. If you believe you have been charged in error, raise it with us first through the request form so we can investigate
• Nothing in this section removes any right you have under a mandatory law of your jurisdiction that cannot be excluded by agreement. Where such a right applies, this section operates to the fullest extent that law permits

Plan Changes

• Upgrades: Effective immediately, prorated credit applied to next billing cycle
• Downgrades: Effective at next renewal date (no mid-cycle credits)
• Cancellations: Access continues until end of current billing period

Price Changes

Late Payment and Suspension

• Accounts with failed payments receive an email notification
• 7-day cure period to update payment method
• After 7 days, where the Base plan is available for your kind of workspace: the workspace moves onto that plan and stays open under its limits, as described under "When access ends"
• After 7 days, where the Base plan is not available: the workspace becomes read-only, and the 60-day view-and-export period described under "When access ends" begins
• After that read-only period: the workspace is deactivated; it can be reactivated within 30 days by settling the outstanding amount, and is not deleted automatically
• Service will be restored upon payment of all outstanding amounts

Usage data and feedback

We may use usage, performance and billing data, and aggregated or de-identified data that does not identify you or your clients, to operate and improve the Service. This does not permit use of your workspace content to train models, which is governed by the AI Processing section. If you give us feedback or suggestions, you grant FinPera Inc. a perpetual, irrevocable, worldwide, royalty-free licence to use them for any purpose, without obligation to you.

Copyright notices

If you believe material on the Service infringes your copyright, submit a notice through the legal, data and privacy request form, identifying the work, the material you believe infringes it and where it appears, your contact details, and a statement that you are the owner or authorised to act for the owner. We review each notice and may remove or disable access to the material, and may pass the notice to the person who provided it.

Open Source Software

Our platform incorporates open source software subject to various licenses. We are not responsible for those components beyond the terms of their own licences.

Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, FINPERA EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO:

• IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT
• WARRANTIES THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR VIRUS-FREE
• WARRANTIES REGARDING THE ACCURACY, RELIABILITY, OR COMPLETENESS OF ANY CONTENT OR DATA
• WARRANTIES THAT THE SERVICE WILL MEET YOUR SPECIFIC REQUIREMENTS OR EXPECTATIONS
• WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE

Service Disclaimer

• We do not warrant uninterrupted or error-free service
• We are not responsible for third-party integrations, services, or outages
• We do not provide legal, financial, tax, investment, or regulatory advice
• Users are responsible for compliance with applicable laws and regulations
• AI-generated content should be reviewed and verified before use

Critical Business Disclaimers

• No Investment Advice: FinPera does not provide investment advice, securities recommendations, or guidance on whether to buy, sell, or hold any investment. We are not a registered investment adviser, broker-dealer, or financial planner
• No Fundraising Guarantees: We do not guarantee that you will successfully raise capital, secure investor meetings, or receive investor responses. Fundraising outcomes depend entirely on your business, market conditions, and investor decisions beyond our control
• Your Business Decisions: You are solely responsible for all business, financial, legal, and strategic decisions. FinPera provides tools and information, but all decisions and their consequences are yours alone
• Data Accuracy: While we strive for accuracy, we do not guarantee the accuracy, completeness, or timeliness of any data, analytics, or AI-generated content. Always verify critical information independently
• Regulatory Compliance: You are solely responsible for ensuring your use of FinPera complies with all applicable securities laws, regulations, and disclosure requirements in your jurisdiction
• No Fiduciary Duty: FinPera does not owe you any fiduciary duty. Our relationship is that of a software service provider, not an adviser, agent, or fiduciary

AI and Automation Disclaimers

• AI-generated content may contain errors, inaccuracies, or hallucinations
• All AI suggestions, drafts, and recommendations should be reviewed by qualified professionals before use
• AI analysis is based on limited data and should not be the sole basis for important decisions
• Automated compliance checks are tools to assist, not replace, professional compliance review
• We are not responsible for decisions made based on AI-generated content

Beta Features

Features marked as "Beta," "Preview," or "Experimental", and any early-access or founding plan, are provided as-is without any warranty and without any service-level commitment. They may be modified, suspended, withdrawn or discontinued with or without notice where permitted by law. Use of them is at your own risk and they should not be relied upon for critical business operations.

Limitation of Damages and Liability Cap

Exclusions

Downtime or service unavailability caused by third-party providers (cloud infrastructure, payment processors, AI services, etc.), internet failures, force majeure events, or customer-caused issues are excluded from any liability.

Force Majeure

FinPera shall not be liable for any failure or delay in performance due to causes beyond our reasonable control, including but not limited to: acts of God, natural disasters, war, terrorism, riots, government actions, pandemics, epidemics, labor disputes, power failures, internet or telecommunications failures, third-party service outages, the failure, withdrawal, or change in terms, models or availability of a sub-processor or AI provider, cyberattacks, or any other event beyond our reasonable control. During such events, our obligations are suspended without liability.

Assumption of Risk

You assume all risks associated with your use of the platform, including risks related to data security, business decisions, compliances, reporting and interactions with various stakeholders. FinPera makes no representations about the suitability of the platform and its offerings for your specific needs.

Contracting Entity

These Terms constitute an agreement between you and FinPera Inc., 2810 N Church St STE 90453, Wilmington, DE 19802, United States.

Informal resolution first

Before commencing arbitration or any other proceeding, the party raising a dispute must give the other written notice describing it and the outcome sought. Senior representatives of both parties will then try in good faith to resolve it, including by meeting - a video call is enough - within thirty (30) days of that notice. Neither party may commence arbitration before that period ends, except where the carve-outs below allow a court proceeding without waiting.

Governing Law

These Terms are governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to conflict-of-laws principles.

Arbitration

Any dispute, claim, or controversy arising out of or in connection with these Terms or your use of the Service - including any question about the existence, validity, or termination of these Terms - is referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (SIAC), seated in Singapore, in accordance with the Arbitration Rules of the Singapore International Arbitration Centre ("SIAC Rules") for the time being in force, which are incorporated into this clause by reference. The tribunal consists of one arbitrator. The language of the arbitration is English. The law governing this arbitration agreement - as distinct from the law governing these Terms - is the law of Singapore. Hearings may be conducted remotely. Where the amount in dispute does not exceed the threshold set by the SIAC Rules for the Streamlined Procedure, that procedure applies; otherwise, either party may apply for the Expedited Procedure.

Carve-outs: courts and small claims

Either party may seek injunctive or other equitable relief, and any relief concerning its intellectual property or Confidential Information, in any court of competent jurisdiction, without waiting for the informal-resolution period above to end and without having to arbitrate that claim first. Either party may also bring an individual claim in a small-claims court of competent jurisdiction.

Confidentiality of arbitration

The existence, content, and outcome of the arbitration are confidential, except as needed to enforce an award or as required by law.

Individual basis; no class actions

To the maximum extent permitted by applicable law, claims may be brought only in a party's individual capacity, not as a plaintiff or class member in any class, collective, or representative proceeding, and the arbitrator may not consolidate the claims of different customers.

Jury waiver

If for any reason a claim proceeds in court rather than arbitration, each party knowingly and voluntarily waives the right to a trial by jury, to the fullest extent permitted by law.