Terms of Service

Introduction and Overview

Thank you for choosing Switch Holdings, LLC ("switchbooks", "we", "us", or "our"). We provide a platform (the "Platform") that encompasses a variety of services, including our bookkeeping and accounting software, AI-powered categorization, financial reporting, and related features and technologies (collectively, the "Service" or "Services"). These Terms of Service (this "Agreement") govern your use of and access to the Platform and Services.

When you use the Platform, you enter into a binding contract with us. We've bolded a few areas that talk about important legal rights, and you should be sure to read those sections carefully.

If you are an individual acting on your company's or client's behalf, you accept these provisions on their behalf and the term "you" will refer to you, your company, or your client.

Agreement to These Terms

You need to agree to these terms to use our Platform. By using the Platform, you are instructing us to share your data across our Platform for marketing, eligibility, and other purposes described in our Privacy Policy, consistent with applicable law.

To access and/or use the Platform, you acknowledge and agree:

• To the terms and conditions of this Agreement, which includes our Privacy Policy;
• You are at least 18 years of age;
• You are capable of forming a binding contract with switchbooks;
• You are not based in Cuba, Iran, North Korea, Syria, the Crimea, Donetsk ("DNR"), Luhansk ("LNR"), Kherson, and Zaporizhzhia regions of the Ukraine or any other territory that is subject to a government embargo or comprehensive sanctions (Russia), or are not otherwise prohibited from using the Platform under the laws and regulations of the United States, or any other applicable jurisdiction; and
• You are not included in lists maintained by the United States or other applicable jurisdictions prohibiting transactions with and the export of US products to certain entities, people, and jurisdictions.

Your Personal Information

We want to be transparent about how we use personal information and about your rights in our Privacy Policy. You should only provide us with personal information of others if you have received permission to do so.

You agree that switchbooks may use and maintain your personal information according to switchbooks' Privacy Policy and any changes published by switchbooks.

To the extent we allow you to input personal information (as the term is defined under applicable law) about other individuals other than yourself, you represent and warrant that you have complied with all applicable laws and received the proper authority or consent to allow us to collect and process such information to operate our business, in accordance with our Privacy Policy.

Changes

We may modify the provisions of this Agreement at any time. We may notify you of such modifications by posting through the Platform or on our website or by other means. It is important that you review this Agreement whenever we modify it because your continued use of the Platform indicates your agreement to the modifications.

In some cases, you may need to accept changes to this Agreement to continue using the Platform. If you do not agree to the changes, you may stop using the Platform or terminate your account.

Similarly, we may update the Platform, including with tools, utilities, improvements or third party applications. You agree to receive these updates. We may further modify, suspend or discontinue the Platform at any time. You agree that we will not be liable to you or any third party for any modification, suspensions, or discontinuance of the Platform.

Your Rights to Use the Platform

You may access and use the Platform for your own internal, lawful and non-commercial purposes only.

Beta Features

We may include new and/or updated pre-release and trial features in the Platform and such features are provided as-is.

Account

You may need to sign up for an account to use the Platform. We may need to verify your identity and you authorize us to collect information (e.g., date of birth, address) from you to do so (collectively, with all information requested to enable your account, "Account Information"). You will provide accurate, up-to-date Account Information, and we disclaim any liability arising from your failure to do so. Such failure may further limit your ability to use the Platform and affect the Platform's accuracy and effectiveness.

You are responsible for securely managing your Account Information, including any password(s) for the Platform. You will notify us immediately if you believe that your Account Information or device you use to access the Platform has been lost or stolen or that someone is using your account without your permission.

Payment & Cancellations

We may require payment of fees or a subscription charge for use of the Platform (or certain portions of the Platform) and you agree to pay such fees. If you registered for a trial, you may need to purchase the Platform before the trial ends in order to retain access to any content provided to, or created through, the Platform.

Payments will be billed in U.S. dollars, and your account will be charged upon purchase and when you provide your payment information, unless stated otherwise in applicable payment provisions. If your payment information is not accurate, current, and complete, we may suspend or terminate your account. If you do not notify us of updates to your payment information, we may participate in programs supported by your card provider to try to update your payment information, and you authorize us to continue billing your account with the updated information that we obtain.

You may be charged a subscription fee in advance on a monthly or annual basis or other recurring interval disclosed to you prior to your purchase. For annual subscriptions, we will send you a reminder with the then-current subscription fee no less than thirty (30) days and no more than sixty (60) days before your subscription term ends, or otherwise as required by applicable law. switchbooks may change the price for recurring subscription fees from time to time with notice to you. Price changes will take effect at the start of the next subscription period following the date of the price change. If you do not agree with the price change, you may unsubscribe prior to the price change going into effect.

Your payment to switchbooks will automatically renew at the end of the applicable subscription period but you can cancel a subscription at any time. Subscription cancellations will take effect the day after the last day of the current subscription period. If you cancel in the middle of a subscription period, you will be able to continue to access and use the applicable Service until the end of your subscription period. We do not provide refunds or credits for any cancellations or partial subscription period.

Desktop and Mobile App Use

The Platform may be available through one or more apps for a compatible desktop computer or mobile device. You agree that you are solely responsible for any applicable changes, updates and fees as well as complying with the provisions of your agreement with your telecommunications provider and any third-party mobile app marketplace.

With respect to the applicable Software, you are only granted limited rights to install and use the Software you have downloaded, signed up for or for which you have purchased a license or acquired a free trial. switchbooks reserves all other rights in the applicable Software not granted to you in writing in this Agreement. Conditioned upon your compliance with the terms and conditions of this Agreement (including all payment obligations), switchbooks grants you a personal, limited, nonexclusive, nontransferable, revocable license to use the applicable Software only for the period of use provided in the ordering and activation terms (as applicable), as set forth in this Agreement or in switchbooks' then-current product discontinuation policies (as updated from time to time) and only for the purposes described by switchbooks for the applicable Software.

You acknowledge and agree that such Software is licensed, not sold.

Advice and Third Party Services and Products

Unless specifically disclosed, switchbooks is not in the business of providing legal, financial, accounting, tax, health care, insurance, real estate or other professional service or advice, and you should consult with professionals for advice prior to making important decisions in these areas.

The Platform may also include information about or offers for third-party services or products or allow you to connect your account to or otherwise access third-party services or products. switchbooks does not warrant, and is not responsible for, such third party services and products or claims made about them, or the actions or inactions of any third party. You must review and comply with any additional terms. switchbooks may be compensated by those third parties, which could impact whether, how and where the services and products are displayed.

Content and Data

You are solely responsible for anything you write, submit, receive, share and store or any data you input into the Platform (collectively, your "Content"). Content includes, but is not limited to, data, information, materials, text, graphics, images, audio, video that are uploaded, transmitted, posted, generated, stored, or otherwise made available through the Platform. You have no obligation to provide any content to the Platform, and you're free to choose the content that you want to provide. You acknowledge certain functionality in the Platform may be dependent on the provision of Content and may not be available without such Content.

Your Content remains yours, which means that you retain any intellectual property rights that you have in your Content. By sharing your Content on the Platform, you hereby grant switchbooks a license to use your Content, as described in more detail below.

This license covers your Content to the extent your Content is protected by intellectual property rights. This license is worldwide, non-exclusive, and royalty-free. This license allows switchbooks to host, reproduce, distribute, communicate, sublicense and use your Content for the limited purpose of operating, providing and improving the Platform. This license lasts for as long as your Content is protected by intellectual property rights.

switchbooks may collect, derive or generate deidentified and/or aggregated data regarding your usage of or the performance of the Platform, including data derived from your Content. switchbooks will own all such data and may use this data without restriction, including, but not limited to, operating, analyzing, improving, or marketing switchbooks' products and services, including the Platform.

As between you and switchbooks, switchbooks and its licensors retain all right, title or interest in and to the Platform, except for the rights granted to you.

Prohibited Uses

switchbooks does not condone or support any activity that is illegal, violates the rights of others, harms or damages switchbooks' reputation, or could cause switchbooks to be liable to a third party. At minimum, you may not use the Platform to:

• Violate any law, regulation, executive order or ordinance, including through actions that give rise to criminal, civil, administrative or regulatory liability and/or fines;
• Post, generate, or share Content that is or may be illegal or inappropriate, including material that may be defamatory, obscene, harassing, offensive, fraudulent, objectionable, false or misleading, or infringing;
• Transmit any virus, trojan horse, or other disruptive or harmful software or data;
• Send any unsolicited or unauthorized advertising, such as spam;
• Impersonate or misrepresent your affiliation with switchbooks;
• Reproduce, modify, resell, license, or provide free or unauthorized access to the Platform or make the Platform available on any file-sharing, virtual desktop or application hosting service;
• Attempt to reverse engineer, decompile or disassemble in any way any of the Platform;
• Engage in unauthorized access, monitoring, interference with, or use of the Platform or third party accounts, information (including personal information), computers, systems or networks;
• Use the Platform for general archiving or back-up purposes;
• Infringe on the intellectual property rights of others; or
• Encourage or enable any other individual to do any of the above or otherwise violate this Agreement.

We take copyright seriously at switchbooks. We respect the copyrights of others and expect you to do the same. If you repeatedly infringe the copyrights of others, we may terminate your account.

Digital Assistants

When you use the Platform, you may use or interact with automated features like digital assistants, agents, avatars, chatbots, or other conversational or interactive experiences powered by artificial intelligence, or similar technologies ("Digital Assistants"). Information generated by Digital Assistants may not be unique. Any Content you provide to Digital Assistants may be used to provide more personalized responses and improve our Platform, Digital Assistants, and related technology.

While Digital Assistants are designed to improve your experience, these technologies are evolving and may have limitations such as generating outputs that are inaccurate or inappropriate to your situation. You are solely responsible for actions or omissions caused by or resulting from your use or engagement with Digital Assistants.

Termination

This Agreement is effective until your subscription expires or you cancel your account or switchbooks terminates this Agreement (or your account). switchbooks may terminate this Agreement (and your account) or suspend the Platform at any time in our discretion.

Please note that removing a switchbooks mobile app from your device may not cancel your subscription or delete your data. If you want to cancel your subscription for a Service, please follow the applicable Service instructions. If you wish to delete your data from a Service, please contact us at info@switchbooks.ai.

Effect of Termination

Upon expiration of your subscription or cancellation of your account, or switchbooks' termination of your account or this Agreement, you must immediately stop using the Platform and pay all fees for Platform used. No expiration or termination will affect your obligation to pay all fees due or that may have accrued through the effective date of expiration or termination or entitle you to any refund.

Disclaimers

The only warranties we make about the Platform are (1) stated in this Agreement, or (2) as provided under applicable laws. The Platform is otherwise provided "as-is," and we do not make any other warranties about the Platform. Unless required by law, we do not provide implied warranties, such as the implied warranties of merchantability, fitness for a particular purpose, or non-infringement. We do not warrant that the Platform is error-free, secure, or free from any viruses or other harmful components. We also do not provide any warranties with respect to data loss or to the accuracy, reliability, or availability of the Platform, nor of any content (including any Content) or information made available in the Platform.

Limitation of Liability

The total aggregate liability of switchbooks and our third party providers, licensors, distributors or suppliers ("switchbooks Parties") arising out of or relating to this Agreement is limited to the greater of: (1) the fees that you paid to use the relevant Service(s) in the 12 months before the breach or (2) $100.

The switchbooks Parties won't be responsible for the following:

• Loss of data, profits, revenues, business opportunities, goodwill or anticipated savings;
• Indirect, incidental, or consequential loss;
• Punitive damages; or
• Damages relating to failures of telecommunications, the internet, electronic communications, corruption, security, viruses, or spyware.

The above limitations apply even if the switchbooks Parties have been advised of the possibility of such damages. This Agreement sets forth your exclusive remedy with respect to the Platform and its use.

Indemnity Obligations

You will indemnify and hold harmless the switchbooks Parties for any losses, damages, judgments, fines, costs and expenses (including legal fees) in connection with any claims arising out of or relating to your unlawful or unauthorized use of the Platform or violation of this Agreement. switchbooks reserves the right, in its sole discretion and at its own expense, to assume the exclusive defense and control of any claims. You agree to reasonably cooperate as requested by switchbooks in the defense of any claims.

Disputes

In the event we are unable to resolve any dispute through an informal dialogue, a third-party arbitrator or small claims court will help us resolve any disputes we might have, and any disputes will be resolved on an individual basis rather than as a class action.

If you are a U.S. customer, you and switchbooks agree that, except as provided below, any dispute, claim or controversy arising out of or relating in any way to the Platform or this Agreement (a "Claim") will be determined by binding arbitration or small claims court, instead of in courts of general jurisdiction.

Either you or switchbooks can seek to have a Claim resolved in small claims court if all the requirements of the small claims court are satisfied. Either you or switchbooks may seek to have a Claim resolved in small claims court in your county of residence or the small claims court in closest proximity to your residence.

Arbitration is more informal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and is subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. You agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of this arbitration provision, and that you and switchbooks are each waiving the right to a trial by jury or to participate in a class action.

Governing Law

California law and the Federal Arbitration Act will govern all disputes arising out of or relating to the Platform, this Agreement and any Additional Terms, regardless of conflict of laws rules.

Compliance with Global Trade Laws and Restrictions

You agree that you and anyone who uses the Platform, including the related website, online services and mobile apps, are not prohibited from using the Platform under the laws and regulations of the United States or other applicable jurisdiction. For example, you will not use, export, re-export, import, sell, release, or transfer the Platform, the Software or the Service directly or indirectly, except as authorized by United States law, the laws of the jurisdiction where the Platform and Software are made available, and any other applicable laws and regulations.

General Terms (Miscellaneous)

This Agreement is the entire agreement between you and switchbooks and replaces all prior understandings, communications and agreements, oral or written, regarding its subject matter.

switchbooks' failure to act or enforce any of its rights does not constitute a waiver of any of our rights. Any waiver by switchbooks of any of the provisions in the Agreement must be made in writing and signed by a duly authorized officer of switchbooks.

switchbooks may assign or transfer this Agreement to any party at any time without notice to you. You may not assign your rights under this Agreement, by operation of law or otherwise, without our consent. Any attempts to do so without our consent will be void.

If any provision of this Agreement is unlawful, void, or unenforceable for any reason, then that provision will be severed and the remaining provisions will remain in full force and effect.

Contact Information

If you have any questions about the Platform or this Agreement, please contact switchbooks support at info@switchbooks.ai.