Terms of Service

1. Acceptance of Terms

By accessing or using the Quoining platform ("Service"), operated by Bolt Systems, LLC, a Delaware limited liability company ("Company," "we," "us," or "our"), you ("User," "you," or "your") agree to be bound by these Terms of Service ("Terms"). If you are entering into these Terms on behalf of a business, organization, or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms. If you do not agree to these Terms, do not access or use the Service.

These Terms form a legally binding agreement between you and the Company. They govern your access to and use of the Service, including all related websites, APIs, mobile applications, and any other software or services offered by the Company in connection with any of the foregoing. Your continued use of the Service following the posting of any modifications to these Terms constitutes acceptance of those modifications.

2. Definitions

The following capitalized terms have the meanings set forth below:

• "Account" means your registered Quoining account, including all associated credentials, settings, and configurations.
• "Authorized Users" means the individuals you invite to access the Service under your Account, including employees, contractors, accountants, auditors, and other agents.
• "Content" means all text, data, information, graphics, documents, files, and other materials uploaded, submitted, or otherwise transmitted through the Service.
• "Financial Data" means all accounting records, transactions, journal entries, bank statements, financial statements, invoices, bills, payroll data, tax information, and other financial information entered into or generated by the Service.
• "Intellectual Property" means all patents, copyrights, trademarks, trade secrets, know-how, and other intellectual property rights.
• "Service" means the Quoining multi-entity GAAP accounting platform, including the web application, public API, integrations, AI-powered features, and all related documentation and support.
• "Subscription" means the paid plan or tier under which you access the Service, as described on our pricing page.
• "Third-Party Services" means external products, platforms, or services that integrate with or are accessible through the Service, including but not limited to Plaid, Brex, Ramp, Expensify, Gusto, Bill.com, Avalara, Shopify, and Moralis.
• "User Data" means all Content, Financial Data, and other information that you or your Authorized Users submit, upload, or otherwise make available through the Service.

3. Eligibility

To use the Service, you must:

• Be at least eighteen (18) years of age or the age of majority in your jurisdiction, whichever is greater.
• Have the legal capacity and authority to enter into a binding agreement. If you are using the Service on behalf of a business entity, you represent and warrant that you are duly authorized to accept these Terms on that entity's behalf.
• Not be located in, under the control of, or a national or resident of any country to which the United States has imposed sanctions or embargoes, and not appear on any U.S. government restricted parties list.
• Provide accurate, truthful, and complete registration information and keep that information current.

The Service is designed for use by businesses and accounting professionals in the United States. While users in other jurisdictions may access the Service, we make no representation that the Service is appropriate or compliant with laws outside the United States. You are responsible for compliance with all local laws applicable to your use of the Service.

4. Description of Service

Quoining is a multi-entity GAAP accounting platform that provides financial management tools including, but not limited to: general ledger management, bank and credit card transaction import and categorization, accounts payable and receivable, invoicing, financial reporting, period close, revenue recognition, fixed asset tracking, inventory management, intercompany accounting, multi-currency and foreign exchange management, payroll integration, budgeting, crypto and digital asset tracking, lease accounting, cost accounting, professional services and time tracking, equity management, and AI-powered accounting assistance. The Service is provided "as is" and "as available" without warranties of any kind, as further described in Section 25.

5. Account Registration & Security

To use the Service, you must create an Account and provide accurate, complete, and current information. You are responsible for maintaining the confidentiality of your Account credentials and for all activities that occur under your Account. You must notify us immediately at security@quoining.com of any unauthorized use of your Account or any other breach of security.

Account security requirements:

• Multi-Factor Authentication (MFA): We strongly recommend enabling two-factor authentication on your Account. Certain Subscription tiers may require MFA. You are solely responsible for any consequences arising from your failure to enable MFA.
• Team Administration: If you are the Account administrator, you are responsible for managing Authorized User access, assigning appropriate roles and permissions, and promptly removing access for individuals who no longer require it (such as terminated employees or departed contractors).
• Account Sharing Prohibition: Accounts are for individual use only. You may not share your login credentials with any other person. Each Authorized User must have their own unique Account. We reserve the right to suspend Accounts that show evidence of credential sharing.
• Password Requirements: You must choose a strong password that meets the minimum complexity requirements displayed during account creation. Do not reuse passwords from other services.

We reserve the right to suspend or terminate Accounts that violate these Terms, exhibit suspicious activity, or pose a security risk.

6. Subscription & Billing

Access to certain features of the Service requires a paid Subscription. By purchasing a Subscription, you agree to the following:

• Auto-Renewal: Subscriptions automatically renew at the end of each billing cycle (monthly or annual) unless you cancel before the renewal date. You authorize us to charge your payment method on file for each renewal period.
• Cancellation: You may cancel your Subscription at any time through your Account settings. Cancellation takes effect at the end of the current billing period. You will retain access to paid features until the end of the period for which you have already paid. No partial refunds are issued for unused time within a billing period.
• Refund Policy: Fees are non-refundable except as required by applicable law or as expressly stated in a separate written agreement. If you believe you have been charged in error, contact us within thirty (30) days of the charge at billing@quoining.com.
• Price Changes: We may change Subscription pricing at any time. For existing subscribers, price changes take effect at the start of the next billing cycle following at least thirty (30) days' written notice. Your continued use of the Service after a price change constitutes acceptance of the new pricing.
• Taxes: All fees are exclusive of applicable taxes (including sales tax, use tax, VAT, and GST). You are responsible for all taxes associated with your Subscription, except for taxes based on our net income.
• Failed Payments: If a payment fails, we will attempt to charge your payment method up to three (3) additional times over a ten (10) day period. If all attempts fail, we may suspend your access to paid features until payment is received. We may also charge late fees or interest on overdue amounts to the extent permitted by law.
• Free Tier: If we offer a free tier or trial, it is provided at our sole discretion and may be subject to usage limits, feature restrictions, and reduced support. We reserve the right to modify, limit, or discontinue free tiers at any time without notice.
• Downgrades: If you downgrade your Subscription, certain features, data, or configurations that exceed the limits of the lower tier may become inaccessible. We are not responsible for any loss of data or functionality resulting from a downgrade.

7. Acceptable Use

You agree not to, and agree not to permit any Authorized User or third party to:

• Use the Service for any illegal or unauthorized purpose, including processing transactions related to money laundering, terrorist financing, fraud, or other financial crimes.
• Upload, transmit, or distribute any malicious code, viruses, worms, Trojan horses, or other harmful content.
• Attempt to gain unauthorized access to any part of the Service, other Accounts, or connected systems or networks.
• Interfere with or disrupt the integrity, performance, or availability of the Service or its underlying infrastructure.
• Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Service.
• Resell, sublicense, lease, or redistribute the Service or access thereto without our prior written consent.
• Use any automated means (including bots, scrapers, crawlers, or spiders) to access the Service except through our published API in accordance with Section 14.
• Scrape, harvest, or collect data from the Service except your own User Data through authorized export functionality or the API.
• Exceed published rate limits or use the Service in a manner that places an unreasonable or disproportionately large load on our infrastructure.
• Use the Service for benchmarking or competitive analysis, or to build a competing product or service, without our prior written consent.
• Publish or disclose to any third party the results of any performance, functionality, or security tests of the Service without our prior written consent.
• Remove, alter, or obscure any proprietary notices, labels, or marks on the Service.
• Use the Service in a manner that violates any applicable law, regulation, or third-party rights, including privacy, data protection, and intellectual property laws.
• Impersonate any person or entity, or misrepresent your affiliation with any person or entity.
• Submit false, misleading, or fraudulent Financial Data with the intent to deceive third parties or evade legal obligations.

We reserve the right to investigate and take appropriate action against anyone who, in our sole discretion, violates this section, including suspending or terminating the offending Account, reporting such activity to law enforcement, and pursuing available legal remedies.

8. Financial Data & Accuracy

Quoining provides tools to assist with accounting and financial management. The Service does not constitute financial, tax, legal, or accounting advice. You are solely responsible for the accuracy, completeness, and legality of all Financial Data entered into or generated by the Service. We strongly recommend that you engage a qualified accountant, CPA, or other licensed professional to review all financial statements, tax filings, and regulatory reports produced using the Service.

We make no representations or warranties regarding the accuracy or completeness of any calculations, reports, financial statements, or other outputs generated by the Service. The Service implements accounting standards (including U.S. GAAP) based on our interpretation of applicable guidance; however, accounting standards are subject to interpretation, and you are responsible for verifying that the Service's treatment is appropriate for your specific circumstances. We are not liable for errors in financial reporting, missed tax deadlines, incorrect filings, or any other consequences arising from your reliance on the Service's outputs.

9. Cryptocurrency & Digital Assets

The Service includes features for tracking cryptocurrency and digital asset holdings, transactions, and fair value adjustments in accordance with ASC 350-60. By using these features, you acknowledge and agree:

• Blockchain Data: We read publicly available blockchain transaction data using third-party APIs (e.g., Moralis). We do not store, access, or manage your private keys, seed phrases, or wallet credentials. You are solely responsible for the security of your crypto wallets.
• Fair Value & Pricing: Cryptocurrency prices and fair value data provided by the Service are for informational and accounting purposes only. Prices may be delayed, incomplete, or inaccurate. You are responsible for verifying fair value amounts used in financial statements.
• Tax Reporting: The Service provides cost basis, tax lot tracking, and gain/loss calculations (including IRS Form 8949 data) to assist with tax reporting. These calculations are informational and do not constitute tax advice. Consult a qualified tax advisor for cryptocurrency tax compliance.
• Regulatory Compliance: You are responsible for compliance with all applicable laws and regulations regarding cryptocurrency in your jurisdiction, including but not limited to anti-money laundering (AML), know-your-customer (KYC), and securities regulations.
• No Custody: The Service is an accounting tool only. We do not custody, hold, transfer, buy, sell, or trade any cryptocurrency or digital assets on your behalf.
• Token Detection: The Service may automatically detect ERC-20 and other token standards in your wallets. Automatic detection is not guaranteed to be complete or accurate. You should verify that all relevant tokens and transactions are captured.

10. AI-Powered Features

The Service includes artificial intelligence and machine learning features, including but not limited to AI transaction categorization, AI accountant (natural language transaction entry), AI-powered PDF bank statement parsing, AI-assisted financial statement footnotes, and AI-powered period close analysis. These features are powered in part by third-party AI models provided by Anthropic (Claude). By using AI-powered features, you acknowledge and agree:

• No Guarantee of Accuracy: AI-generated outputs, including categorization suggestions, drafted journal entries, parsed transaction data, and analytical insights, are provided as recommendations only. AI outputs may contain errors, omissions, or inaccuracies. You are solely responsible for reviewing, verifying, and approving all AI-generated content before relying on it for financial reporting, tax filings, or any other purpose.
• Data Processing by Third Parties: When you use AI-powered features, certain User Data (including Financial Data) may be transmitted to and processed by Anthropic and its AI models for the purpose of generating responses. We transmit only the data necessary to fulfill the specific request. Our agreement with Anthropic prohibits them from using your data to train their models. For more information, see our Privacy Policy.
• User Responsibility: You are responsible for all decisions made based on AI-generated outputs. The AI features are tools to assist you, not replacements for professional judgment. We disclaim all liability for losses arising from reliance on AI-generated content.
• Continuous Improvement: AI features may change, improve, or produce different results over time as underlying models are updated. We do not guarantee consistency of AI outputs across different time periods.
• Sensitive Data: Exercise caution when submitting highly sensitive information (such as Social Security numbers or bank account credentials) through AI-powered features. While we implement appropriate security measures, you should consider the sensitivity of data before including it in AI prompts.

11. Third-Party Integrations

The Service integrates with various Third-Party Services to provide bank connections, expense management, payroll, tax automation, e-commerce, and other functionality. Current integrations include, but are not limited to: Plaid (bank data connections), Brex (corporate card expense sync), Ramp (corporate card expense sync), Expensify (expense reporting), Gusto (payroll), Bill.com (accounts payable), Avalara AvaTax (tax automation), Shopify (e-commerce), and Moralis (blockchain data). By using any Third-Party Integration, you acknowledge and agree:

• Third-Party Terms: Your use of each Third-Party Service is subject to that service's own terms of service, privacy policy, and end-user agreements. You are responsible for reviewing and complying with those terms. Our integration with a Third-Party Service does not imply our endorsement of or liability for that service.
• No Control: We do not control, operate, or maintain Third-Party Services. We are not responsible for their availability, accuracy, completeness, security, or performance. Third-Party Services may experience outages, errors, data loss, or changes that affect the functionality of our Service.
• Data Sharing: When you connect a Third-Party Service, certain User Data may be transmitted between our Service and the Third-Party Service as necessary to provide the integration functionality. You authorize such data sharing by enabling the integration.
• No Liability: We are not liable for any losses, damages, or expenses arising from your use of Third-Party Services, including but not limited to: incorrect data provided by a Third-Party Service, unauthorized access to your third-party accounts, service outages, changes to third-party APIs, or the discontinuation of a Third-Party Service.
• Disconnection: You may disconnect any Third-Party Integration at any time through your Account settings. Disconnecting an integration may affect the functionality of certain features that rely on data from that Third-Party Service.
• Bank Connections: Bank account connections via Plaid are subject to Plaid's End User Privacy Policy. Plaid may access your bank login credentials and transaction history to provide the connection. We do not store your bank login credentials.

12. Administrative Access

You acknowledge that authorized Quoining personnel may access your Account in read-only mode for the purposes of customer support, compliance, system maintenance, and troubleshooting. Such access is subject to the following:

• All access is logged to an immutable, tamper-proof audit trail that records the administrator's identity, IP address, device, timestamp, and session duration.
• Sessions are cryptographically authenticated, time-limited (maximum 10 minutes), and bound to the originating network and device.
• Administrative access does not permit modification of your password, two-factor authentication settings, or payment method.
• You may opt out of administrative access at any time from your company settings. Opting out will prevent support staff from viewing your Account, which may limit our ability to provide technical assistance.
• Audit logs of administrative access are available to enterprise customers upon written request.

13. API Terms

If you access the Quoining public API ("API"), the following additional terms apply:

• API Keys: You are responsible for keeping your API keys confidential and secure. Do not share API keys in client-side code, public repositories, or unsecured locations. You are responsible for all activity that occurs using your API keys.
• Rate Limits: API access is subject to rate limits as documented in our API documentation. We may throttle or temporarily block requests that exceed published rate limits. We reserve the right to adjust rate limits at any time.
• No Resale: You may not resell, sublicense, or provide commercial access to the API as a standalone service. You may use the API to build integrations for your own business use or, with our written consent, for use by your clients.
• Revocation: We reserve the right to revoke or suspend API access at any time, with or without cause, including for violations of these Terms, excessive use, or security concerns.
• Attribution: If you display data obtained through the API in a public-facing application or service, you must include appropriate attribution to Quoining as specified in our API documentation.
• Changes: We may modify, deprecate, or discontinue API endpoints at any time. We will make commercially reasonable efforts to provide at least thirty (30) days' notice before discontinuing or making breaking changes to stable API endpoints.
• Compliance: Your use of the API must comply with all applicable laws, these Terms, and our API documentation. You may not use the API to circumvent usage limits, access controls, or other restrictions of the Service.

14. Data Ownership & License

Your Data: You retain all right, title, and interest in and to your User Data. We do not claim ownership of any Financial Data, Content, or other information you submit to the Service.

License to Us: By submitting User Data to the Service, you grant us a limited, non-exclusive, worldwide, royalty-free license to process, store, transmit, display, backup, and otherwise use your User Data solely as necessary to (a) provide, maintain, and improve the Service, (b) comply with applicable law, and (c) enforce these Terms. This license terminates when you delete your User Data or terminate your Account, subject to our data retention obligations.

No Sale of Your Data: We do not sell, rent, or trade your Financial Data to third parties. We do not use your Financial Data for marketing, advertising, or any purpose unrelated to providing the Service.

Aggregated and Anonymized Data: We may create aggregated, de-identified, and anonymized data derived from your use of the Service ("Aggregated Data") that does not identify you, your business, or any individual. We may use Aggregated Data for any lawful purpose, including to improve the Service, conduct research, generate industry benchmarks, and develop new features. Aggregated Data is not considered User Data.

Data Portability: You may export your User Data at any time through the Service's built-in export functionality. Upon termination, we will make your data available for export for a period of ninety (90) days, as further described in Section 22.

15. Confidentiality

Definition: "Confidential Information" means any non-public information disclosed by one party ("Discloser") to the other party ("Recipient") in connection with these Terms that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Your Confidential Information includes your User Data and Financial Data. Our Confidential Information includes the non-public aspects of the Service, its underlying technology, source code, business plans, and pricing.

Obligations: The Recipient will (a) use Confidential Information only for the purposes of exercising its rights and performing its obligations under these Terms, (b) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information (but in no event less than reasonable care), and (c) not disclose Confidential Information to any third party except to its employees, contractors, and agents who need to know and who are bound by confidentiality obligations at least as protective as those in this section.

Exclusions: Confidential Information does not include information that (a) is or becomes publicly available through no fault of the Recipient, (b) was already known to the Recipient before disclosure, (c) is independently developed by the Recipient without use of Confidential Information, or (d) is rightfully obtained from a third party without restriction on disclosure.

Required Disclosures: The Recipient may disclose Confidential Information to the extent required by applicable law, regulation, or legal process, provided that the Recipient (to the extent legally permitted) gives the Discloser reasonable prior notice and cooperates with the Discloser's efforts to obtain protective treatment for the information.

Survival: The confidentiality obligations in this section survive termination of these Terms for a period of three (3) years, except with respect to trade secrets, which remain protected for as long as they qualify as trade secrets under applicable law.

16. Intellectual Property

The Service, including all software, algorithms, machine learning models, design, user interface, text, graphics, logos, icons, images, documentation, and other materials (collectively, "Company Materials"), is the exclusive property of Bolt Systems, LLC and its licensors and is protected by copyright, trademark, patent, trade secret, and other intellectual property laws. The Quoining name, logo, and all related names, logos, product and service names, designs, and slogans are trademarks of Bolt Systems, LLC.

These Terms grant you no right, title, or interest in the Company Materials except for a limited, non-exclusive, non-transferable, revocable right to access and use the Service in accordance with these Terms during your active Subscription. You may not copy, modify, distribute, sell, license, or create derivative works based on the Company Materials.

Feedback: If you provide us with suggestions, ideas, enhancement requests, or other feedback regarding the Service ("Feedback"), you hereby assign to us all right, title, and interest in and to such Feedback. We are free to use Feedback for any purpose without compensation or attribution to you.

17. Service Availability

We strive to maintain high availability of the Service and target an uptime of 99.9% for paid Subscription tiers, measured on a monthly basis. However, this target is not a guarantee or a service level commitment unless explicitly set forth in a separate written agreement (such as an Enterprise Service Level Agreement).

Scheduled Maintenance: We may perform scheduled maintenance that temporarily makes the Service unavailable. We will provide at least twenty-four (24) hours' advance notice of scheduled maintenance via email or in-app notification, except in cases of urgent security patches or critical fixes.

Free Tier: If you are using the Service on a free tier or trial, we make no availability commitments whatsoever. Free-tier access may be subject to reduced performance, capacity limits, or periods of unavailability.

No Liability for Downtime: We are not liable for any damages arising from Service downtime, whether planned or unplanned, except as expressly provided in a separate Enterprise SLA. You are responsible for maintaining your own backups and business continuity procedures.

18. Beta Features

We may offer features, functionality, or services designated as "beta," "preview," "early access," or "experimental" ("Beta Features"). Beta Features are provided for evaluation and testing purposes and are made available "as is" and "as available" without warranty of any kind.

By using Beta Features, you acknowledge and agree that:

• Beta Features may contain bugs, errors, or inaccuracies and may not perform as expected.
• Beta Features may be modified, suspended, or discontinued at any time without notice.
• Data entered into or generated by Beta Features may be lost or corrupted.
• Beta Features are not covered by any SLA, availability target, or support commitment.
• We may collect additional usage data and feedback related to Beta Features to improve the Service.
• You should not rely on Beta Features for production accounting, financial reporting, or regulatory compliance.

19. Electronic Communications

In accordance with the Electronic Signatures in Global and National Commerce Act (E-SIGN Act, 15 U.S.C. § 7001 et seq.) and applicable state laws, you consent to receive electronic communications from us, including but not limited to: account notifications, billing statements, legal notices, updates to these Terms, security alerts, and marketing communications (where you have opted in). Electronic communications satisfy any legal requirement that such communications be made in writing.

You agree that all agreements, notices, disclosures, and other communications we provide to you electronically satisfy any legal requirement that such communications be in writing. You may withdraw your consent to receive electronic communications by contacting us, but doing so may result in termination of your Account, as the Service requires electronic communication to function.

To receive electronic communications, you must have a working email address and a device capable of accessing the internet. You are responsible for keeping your email address current in your Account settings.

20. Export Controls & Sanctions

The Service may be subject to U.S. export control and sanctions laws, including the Export Administration Regulations (EAR, 15 CFR Parts 730-774) administered by the U.S. Department of Commerce, Bureau of Industry and Security, and sanctions programs administered by the U.S. Department of the Treasury, Office of Foreign Assets Control (OFAC).

You represent and warrant that:

• You are not located in, under the control of, or a national or resident of any country or territory subject to comprehensive U.S. sanctions (currently Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk, and Luhansk regions).
• You are not identified on any U.S. government restricted parties list, including the Specially Designated Nationals and Blocked Persons List (SDN List), the Entity List, or the Denied Persons List.
• You will not access or use the Service in violation of any U.S. or applicable foreign export control or sanctions laws.
• You will not export, re-export, or transfer any data or technical information obtained through the Service to any prohibited destination, entity, or person.

21. Account Inactivity

If your Account has no login activity for a continuous period of twelve (12) months, we may send a notice to the email address associated with your Account informing you that your Account is at risk of being classified as inactive. If no login activity occurs within sixty (60) days after that notice, your Account will be classified as inactive.

If your Account remains inactive for a total continuous period of twenty-four (24) months (including the initial twelve-month period), we reserve the right to permanently delete your Account and all associated User Data after providing at least thirty (30) days' advance written notice to your registered email address. It is your responsibility to ensure that your contact information is current and that you monitor for such notices.

Accounts with an active paid Subscription in good standing are not subject to inactivity deletion for as long as the Subscription remains active.

22. Data Retention & Termination

Termination by You: You may terminate your Account at any time by contacting us at support@quoining.com or through your Account settings. Upon termination, your right to use the Service ceases immediately, except that you will retain access to export your data for ninety (90) days following termination.

Termination by Us: We may terminate or suspend your access to the Service immediately, without prior notice, for any reason, including but not limited to: breach of these Terms, non-payment, suspected fraudulent activity, or legal or regulatory requirements. In cases of non-material breach, we will make commercially reasonable efforts to provide at least fifteen (15) days' notice before termination.

Data Retention: Following termination or Account deletion, we will retain your User Data for up to ninety (90) days to facilitate data export and account recovery requests. After this period, your User Data will be permanently deleted from our active systems. However, copies may persist in encrypted backups for up to an additional ninety (90) days before being automatically purged. Certain data may be retained longer as required by law, regulation, or legitimate business purposes (such as audit trail records and billing history).

Your Responsibility: You are solely responsible for exporting any User Data you wish to retain before terminating your Account. We are not liable for any loss of User Data following termination.

23. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL BOLT SYSTEMS, LLC, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, SUCCESSORS, OR ASSIGNS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, REVENUE, DATA, BUSINESS OPPORTUNITIES, GOODWILL, OR ANTICIPATED SAVINGS, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE THE SERVICE, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE, OR OTHERWISE), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

WITHOUT LIMITING THE FOREGOING, WE SHALL NOT BE LIABLE FOR ANY DAMAGES ARISING FROM: (A) ERRORS, INACCURACIES, OR OMISSIONS IN FINANCIAL DATA, CALCULATIONS, OR REPORTS; (B) RELIANCE ON AI-GENERATED OUTPUTS; (C) ACTIONS OR OMISSIONS OF THIRD-PARTY SERVICES; (D) UNAUTHORIZED ACCESS TO YOUR ACCOUNT RESULTING FROM YOUR FAILURE TO MAINTAIN ADEQUATE SECURITY; OR (E) TAX PENALTIES, REGULATORY FINES, OR AUDIT ADJUSTMENTS.

OUR TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE GREATER OF (A) THE AMOUNTS PAID BY YOU TO US IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED DOLLARS ($100.00 USD).

THE LIMITATIONS IN THIS SECTION APPLY REGARDLESS OF WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, AND EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU IN FULL.

24. Indemnification

You agree to indemnify, defend, and hold harmless Bolt Systems, LLC and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees and court costs) arising out of or relating to: (a) your use of the Service; (b) your violation of these Terms; (c) your violation of any applicable law, rule, or regulation; (d) any inaccuracy in your Financial Data, reports, or tax filings; (e) your User Data or any Content you submit through the Service; (f) your use of Third-Party Services in connection with the Service; (g) any claim by a third party arising from your Authorized Users' use of the Service; or (h) your breach of any representation or warranty in these Terms.

We will provide you with prompt written notice of any such claim and will cooperate with you in the defense of such claim. You may not settle any claim without our prior written consent if the settlement would impose any obligation or liability on us.

25. Disclaimer of Warranties

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WE DO NOT WARRANT THE ACCURACY, RELIABILITY, OR COMPLETENESS OF ANY FINANCIAL CALCULATIONS, GAAP COMPLIANCE, REPORTS, AI-GENERATED OUTPUTS, OR OTHER DATA PRODUCED BY THE SERVICE.

WE MAKE NO WARRANTY REGARDING THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE OR THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE SERVICE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM US OR THROUGH THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, OUR LIABILITY IS LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

26. Governing Law & Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law provisions. Any dispute, controversy, or claim arising out of or relating to these Terms, or the breach, termination, or validity thereof, shall be resolved through binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules then in effect.

Arbitration procedures:

• The arbitration shall be conducted by a single arbitrator mutually agreed upon by the parties, or if the parties cannot agree, selected in accordance with the AAA rules.
• The arbitration shall take place in Wilmington, Delaware, or at another location mutually agreed by the parties. The parties may also agree to conduct the arbitration by videoconference.
• The arbitrator's award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.
• Each party shall bear its own costs and attorneys' fees, unless the arbitrator determines that a party's claims or defenses were frivolous, in which case the arbitrator may award reasonable fees to the prevailing party.
• The arbitrator may award injunctive or other equitable relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claim.

Exceptions to Arbitration: Notwithstanding the above, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of intellectual property rights or confidential information. Additionally, disputes involving amounts less than $10,000 may be brought in small claims court.

27. Class Action Waiver

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU AND BOLT SYSTEMS, LLC AGREE THAT EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. UNLESS BOTH YOU AND WE AGREE OTHERWISE IN WRITING, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING.

IF THIS CLASS ACTION WAIVER IS FOUND TO BE UNENFORCEABLE, THEN THE ENTIRETY OF THE ARBITRATION AGREEMENT IN SECTION 26 (OTHER THAN THE EXCEPTIONS TO ARBITRATION) SHALL BE NULL AND VOID, AND THE DISPUTE SHALL BE DECIDED BY A COURT OF COMPETENT JURISDICTION IN WILMINGTON, DELAWARE.

28. Modifications to Terms

We reserve the right to modify these Terms at any time. Material changes will be communicated via email to the address associated with your Account or through a prominent notice within the Service at least thirty (30) days before they take effect. Non-material changes (such as clarifications or formatting changes) may take effect immediately upon posting.

Your continued use of the Service after the effective date of any modifications constitutes your acceptance of the updated Terms. If you do not agree to the modified Terms, you must stop using the Service and terminate your Account before the effective date. We will maintain an archive of previous versions of these Terms, which you may request by contacting us.

29. Assignment

You may not assign, transfer, or delegate your rights or obligations under these Terms, in whole or in part, without our prior written consent. Any attempted assignment without such consent is void. We may assign, transfer, or delegate our rights and obligations under these Terms without restriction, including in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of our assets. These Terms shall be binding upon and inure to the benefit of the parties and their permitted successors and assigns.

30. Severability

If any provision of these Terms is found by a court of competent jurisdiction or arbitrator to be invalid, illegal, or unenforceable, that provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable while preserving its original intent. If such modification is not possible, the provision shall be severed from these Terms. The invalidity, illegality, or unenforceability of any provision shall not affect the validity, legality, or enforceability of the remaining provisions, which shall continue in full force and effect.

31. Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations under these Terms where such failure or delay results from circumstances beyond the reasonable control of that party ("Force Majeure Event"), including but not limited to: acts of God, natural disasters, epidemics or pandemics, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, earthquakes, power outages, internet or telecommunications failures, cyberattacks, denial-of-service attacks, failure of third-party cloud infrastructure providers, or governmental actions or regulations.

The affected party shall promptly notify the other party of the Force Majeure Event and use commercially reasonable efforts to mitigate its impact and resume performance. If a Force Majeure Event continues for more than sixty (60) consecutive days, either party may terminate these Terms upon written notice to the other party. Your payment obligations are not excused by a Force Majeure Event.

32. Survival

The following sections shall survive the expiration or termination of these Terms for any reason: Section 2 (Definitions), Section 8 (Financial Data & Accuracy), Section 10 (AI-Powered Features, disclaimer provisions), Section 14 (Data Ownership & License, as to Aggregated Data and Feedback), Section 15 (Confidentiality), Section 16 (Intellectual Property), Section 22 (Data Retention & Termination, as to data retention periods), Section 23 (Limitation of Liability), Section 24 (Indemnification), Section 25 (Disclaimer of Warranties), Section 26 (Governing Law & Dispute Resolution), Section 27 (Class Action Waiver), Section 30 (Severability), and this Section 32 (Survival), together with any other provisions that by their nature are intended to survive.

33. Entire Agreement

These Terms, together with our Privacy Policy, any applicable Subscription order form, and any separate Enterprise agreement or addendum, constitute the entire agreement between you and Bolt Systems, LLC regarding the Service and supersede all prior and contemporaneous agreements, representations, warranties, and understandings, whether written or oral, with respect to the subject matter hereof.

No waiver of any provision of these Terms shall be effective unless made in writing and signed by the waiving party. A party's failure to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. The headings in these Terms are for convenience only and have no legal or contractual effect.

34. Contact

If you have questions, concerns, or feedback about these Terms, please contact us at: