Terms of Service

These Terms of Service ("Terms") are an agreement between Varyn Technologies, Inc. ("Varyn", "we", "our", "us") and the firm that subscribes to Varyn CFO(the "Firm", "you"). They govern the Varyn CFO web application, the client portal, secure report links and our website at https://www.varyn.io(together, the "Service"). These Terms are also the end user licence agreement (EULA) for the Service.

If you accept these Terms for a firm, you confirm that you have authority to bind it. If you use the Service as a member of a firm, or as a firm's client, you agree to follow these Terms in your use of it. If you do not agree, do not use the Service.

Our Privacy Policy explains how we handle personal information and is part of these Terms. If the Firm has signed an order form or other written agreement with us, that agreement takes priority where it differs from these Terms.

Varyn CFOis software for fractional CFO and bookkeeping firms. A firm brings in its clients' financial data (by uploading CSV or Excel files or, where available, by connecting QuickBooks Online or Xero) and uses it to produce reports, forecasts, KPIs, covenant tests and reforecasts; drafts analysis and commentary with AI; and works with its clients through messages, files, e-signature, meetings, tasks and projects, and invoices. A firm member approves work before it is delivered to a client by email, secure link or the client portal.

We may improve and change the Service over time. If we remove a feature that is material to how you use it, we will tell you in advance where we reasonably can.

There is no self-serve sign-up. A firm gets access after a demo with our team. The Firm then invites its own members and its clients, and every other account is created by invitation.

• The Firm is responsible for its users.It decides who it invites, what roles and permissions each firm member has, and what each client can see. It is responsible for everything done under its account and for its members' and clients' compliance with these Terms.
• Keep accounts secure. Provide accurate information, keep your password confidential, do not share your account, and tell us straight away at support@varyn.io if you suspect unauthorized use.
• Clients.A client's relationship is with its firm. A client may use the client portal and secure links only to work with that firm, and the firm, not Varyn, is responsible for the services it provides to its clients.

Subject to these Terms and to payment of the applicable fees, Varyngrants the Firm a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence, for the term of its subscription, to let its firm members and invited clients access and use the Service for the Firm's business and to provide the Firm's services to its clients. The Service is provided online; no software is sold to you, and all rights not expressly granted are reserved.

You must not, and must not allow anyone else to:

• copy, modify, translate or create derivative works of the Service;
• reverse engineer, decompile or try to extract its source code, except where the law expressly allows it;
• sell, resell, rent, lease, sublicense or otherwise make the Service available to anyone other than your firm members and clients;
• use the Service to build a competing product, or copy its features, design or content;
• access it by automated means (scraping, bots) except through features we provide for that purpose;
• get around its security, access controls, usage limits or plan limits;
• remove or obscure any proprietary notices.

"Customer Data" means the data the Firm, its members and its clients put into the Service or connect to it, including clients' financial and accounting data, files, messages and meeting content. The Firm owns its Customer Data, and so do its clients where the data is theirs. The Firm grants Varyn the right to host, copy, process and display Customer Data only as needed to provide, secure and support the Service for the Firm.

For its clients' data, the Firm is the controller and Varynprocesses the data on the Firm's behalf, as described in our Privacy Policy. Varyn does not sell Customer Data, does not use it for advertising and does not use it to train AI models.

The Service can work with services that Varyn does not provide, such as QuickBooks Online (Intuit), Xero, HubSpot, Google Calendar and Google Meet, Slack, Microsoft Teams and Stripe. When you connect or use one:

• Your use of that service is governed by its own terms and privacy policy, including the Intuit and QuickBooks terms for QuickBooks Online and Xero's terms of use for Xero, and you must comply with them.
• You authorize Varyn to access the data the connection allows. Our connections to QuickBooks Online and Xero are read-only: Varyn CFO reads accounting data to provide the Service and never changes the books. Section 4 of our Privacy Policy describes what is read, how to disconnect, and what happens to the data.
• Varyn is not affiliated with, endorsed by or sponsored by Intuit or Xero. QuickBooks is a trademark of Intuit Inc., and Xero is a trademark of Xero Limited.
• We are not responsible for third-party services, and we cannot guarantee they will remain available or keep working with the Service. If a provider changes or withdraws its service, we may have to change or stop the integration.

• AI output is a draft. The Service uses AI to draft analysis, commentary, explanations, suggested actions and answers from your data. AI output can be incomplete or wrong, even when it sounds confident. You must review it before you rely on it or share it.
• A person approves before anything is delivered. Reports must be approved by a firm member with the approval permission before they can be delivered, and messages the AI drafts for a client are sent only after a firm member confirms them. The AI cannot approve, deliver or send anything to a client on its own.
• Not advice from Varyn. Nothing in the Service, including AI output, reports, forecasts, KPIs and covenant tests, is financial, accounting, tax, legal or investment advice from Varyn. Varyn does not provide professional services to the Firm or to its clients.
• The Firm is responsible for its work. The Firm is responsible for the reports, advice and other work it delivers to its clients, whether or not the Service or its AI helped prepare them, and for meeting its own professional and regulatory obligations.

When using the Service, you agree to:

• use Varyn only for lawful purposes;
• not upload data you have no right to use, or content that is unlawful, infringing or harmful;
• not upload malware or try to disrupt or overload the Service or our servers;
• not attempt unauthorized access to any part of the Service, or to another firm's data;
• not use the Service to send spam, or to harass, abuse, deceive or harm others;
• comply with all applicable laws and regulations, including privacy and professional rules.

• No free trial. Varyn CFO is offered on paid plans after a demo. A plan may also be provided at no charge where Varyn agrees to it in writing.
• Billing. Subscription fees are billed in advance through Stripe for each billing period of the plan you choose, and renew automatically until cancelled. Plans may limit the number of firm members, clients or AI usage.
• Taxes. Fees do not include taxes, which you are responsible for where they apply.
• Changes. We may change our fees by giving you notice before your next billing period; the change applies from that period.
• Refunds. Fees already paid are non-refundable except where the law requires otherwise or we agree in writing.
• Invoices to your clients.If you use the Service to invoice your clients, payments are processed by Stripe through your own connected Stripe account, under Stripe's terms, and may include a Varyn platform fee.

• Unpaid, expired or cancelled plans.If a payment fails, Stripe retries it and the Service stays available while it does. If the subscription ends, the payment is never completed, or there is no active plan, the Firm's workspace is locked: firm members see only billing and settings, the client portal and public pages show as paused, and scheduled work stops. Nothing is deleted while a workspace is locked, and paying restores it as it was.
• Other suspension. We may suspend access, in whole or in part, if we reasonably believe that an account is being used in breach of these Terms, poses a security risk to the Service or other users, or must be suspended to comply with the law. Where we reasonably can, we will tell you first and give you a chance to fix the problem.

• The Firm may cancel its subscription at any time from Plan & Billing. Unless the cancellation says otherwise, it takes effect at the end of the current billing period. Individual users may stop using the Service at any time.
• We may terminate these Terms or an account for material breach that is not fixed within a reasonable time after notice, immediately for serious breach or unlawful use, or with reasonable notice if we stop offering the Service.
• Export. Reports can be downloaded from the Service while it is active. Before or after termination, the Firm can ask us at support@varyn.io for an export of its Customer Data, which we will provide in a commonly used format.
• Deletion.After termination we keep the Firm's Customer Data in a locked workspace until the Firm asks us to delete it, or until we delete it after giving the Firm notice. Deletion is carried out by our team on request, as described in the Retention and deletion section of our Privacy Policy, and includes data imported from QuickBooks Online and Xero. E-signature evidence and billing records are kept as that section describes.
• Sections that by their nature should survive termination (including 6, 8, 13, 15, 16 and 17) survive it.

All content, trademarks, logos, and software in Varyn belong to Varyn Technologies, Inc. or its licensors. You may not copy, modify, distribute, sell, or lease any part of our services without explicit written permission, except as these Terms allow.

These Terms give Varyn no ownership of Customer Data, or of the reports and other work the Firm produces with the Service (apart from Varyn's own templates, software and design, which stay ours). If you send us feedback or suggestions, we may use them without obligation to you.

Varyn will treat Customer Data as confidential, use it only to provide the Service as these Terms and our Privacy Policy describe, and protect it with reasonable security measures. We may disclose it where the law requires, and will tell you first where the law allows.

To the fullest extent permitted by law, the Service, including AI output and all reports, forecasts and calculations, is provided "as is" and "as available", without warranties of any kind, whether express, implied or statutory, including warranties of merchantability, fitness for a particular purpose, accuracy, title and non-infringement. Varyn does not warrant that the Service will be uninterrupted or error-free, that third-party services will remain available, or that results will be accurate or complete.

To the fullest extent permitted by law, Varyn and its affiliates shall not be liable for any indirect, incidental, special, consequential, or punitive damages arising from your use of the Service. This includes, but is not limited to, loss of profits, data, or goodwill, and losses arising from decisions made or advice given using the Service or its AI output.

To the fullest extent permitted by law, Varyn's total liability for all claims relating to the Service or these Terms is limited to the fees the Firm paid us for the Service in the 12 months before the event giving rise to the claim. Some jurisdictions do not allow some of these limits, so they may not all apply to you.

These Terms are governed by the laws of the State of Delaware, without regard to its conflict-of-laws rules. Any dispute relating to these Terms or the Service will be brought in the state or federal courts located in Delaware, and both parties consent to the jurisdiction of those courts.

We may update these Terms periodically. Any changes will be posted on this page with updated dates. If a change is significant, we will tell firm account holders by email or in the app before it takes effect. Your continued use of the Service after changes take effect constitutes your acceptance of the revised Terms.

• You may not assign these Terms without our written consent. We may assign them in connection with a merger, acquisition or sale of our business.
• If any part of these Terms is found unenforceable, the rest remains in effect. Our not enforcing a right is not a waiver of it.
• These Terms, the Privacy Policy and any order form are the entire agreement between us about the Service.
• Legal notices to Varyn should be sent to 21 Plum Ct, Wilton, NY 12831, United States, with a copy by email.