Terms of service.

Effective Date: 1 October 2025

Last Updated: 1 October 2025

These Terms of Service (“Terms”) govern your access to and use of the software, services, APIs, websites, and related functionality (collectively, the “Services”) provided by Waverly Place Advisors, LLC (“Waverly Place,” “we,” “us,” or “our”). By accessing or using the Services, you (“you,” “your,” “Customer,” or “User”) agree to be bound by these Terms.

If you are agreeing on behalf of a business entity, you represent that you have authority to bind that entity to these Terms.

1. Definitions

·       “Account” means your user account through which you access the Services.

·       “Authorized Users” means your employees, contractors, or agents that you permit to access the Services under your Account.

·       “Customer Data” means all data, content, or information that you or your Authorized Users upload, enter, submit, or otherwise provide to the Services, including via integrations (e.g. invoice data, email contents, QuickBooks data).

·       “Documentation” means the online or written user guides, help files, specifications, or other materials for the Services.

·       “Order Form” means the ordering document (online or offline) specifying your subscription plan, billing terms, renewal schedule, and applicable modules.

·       “Third‑Party Services / Integrations” means services, software, platforms, or APIs of others (e.g. QuickBooks) which may interoperate with our Services.

·       “Subprocessors” means third parties we contract to process Customer Data on our behalf (e.g. hosting providers, analytics vendors).

·       “Subscription Term” means the initial and any renewal periods for use of the Services as set out in the Order Form.

2. Grant of Rights & Use of the Services

·       Subscription License: Limited, non-exclusive, non-transferable, revocable license during the Subscription Term.

·       Limitations & Restrictions: No reverse-engineering, sublicensing, harmful use, misuse of credentials, or unauthorized integrations.

·       Access & End Users: You are responsible for all acts or omissions of Authorized Users.

·       Account Responsibility: You are responsible for keeping credentials confidential.

3. Registration, Onboarding & Acceptable Use

·       Registration & Accuracy: Provide accurate, current, and complete information.

·       Onboarding & Permissions: You are responsible for permissions and approvals.

·       Acceptable Use & Conduct: You agree to abide by Acceptable Use policies prohibiting abusive or unlawful behavior.

4. Fees, Payment & Billing

·       Subscription Fees: Non-refundable except as expressly provided.

·       Payment Terms: Fees are due in advance.

·       Fee Changes: Notice at least 30 days prior to changes.

·       Late Payments & Collections: May result in suspension.

·       Taxes: Customer is responsible for applicable taxes.

·       Auto-Renewal: Unless otherwise stated in an Order Form, all subscriptions automatically renew at the end of each Subscription Term for successive terms of equal length, at then-current pricing, unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current Subscription Term.

5. Ownership & Intellectual Property Rights

·       Our Rights: We retain all rights to Services and software.

·       Your Rights: You retain ownership of Customer Data.

·       Aggregated Data & Feedback: We may use anonymized data and feedback.

6. Confidentiality

·       Definition: Confidential Information includes non-public data and Customer Data.

·       Obligations: Protect and limit access to Confidential Information.

·       Exceptions: Public info, prior knowledge, independent development, or legal requirement.

·       Survival: Confidentiality obligations survive termination.

7. Data Processing, Privacy & Security

·       Roles: We act as processor (Customer Data) or controller (internal ops).

·       Security Measures: Encryption, RLS, monitoring, access controls, vendor reviews.

·       Subprocessors: Bound by confidentiality and security obligations.

·       Cross-Border Transfers: Safeguards in place for international transfers.

·       Customer Responsibilities: Consents, safeguarding credentials, compliance.

8. Warranties & Disclaimers

·       Provider Warranty: Services conform to Documentation.

·       Disclaimers: Services provided 'AS IS' and 'AS AVAILABLE.'

9. Limitation of Liability

·       Cap on Liability: Limited to amounts paid in 12 months.

·       Excluded Damages: No liability for indirect or consequential damages.

·       Third-Party Claims: Not liable for claims from integrations.

10. Indemnification

·       By You: You indemnify Waverly Place from misuse, violations, or third-party claims.

·       By Us: We indemnify you for IP infringement claims arising from normal use.

11. Term, Termination & Suspension

·       Term: Effective until terminated.

·       Termination by You: By ceasing use with notice.

·       Termination by Us: For breach, non-payment, misuse, or legal obligation.

·       Renewal: Unless otherwise specified, subscriptions automatically renew as described in Section 4.

·       Effect: Access revoked; Customer Data may be deleted after retention.

12. Export Control & Compliance

·       You warrant compliance with export control laws and sanctions.

13. Dispute Resolution & Governing Law

·       Governing Law: [State, e.g. New York].

·       Dispute Resolution: Courts in [County, State], or arbitration if selected.

·       Class Action Waiver: Optional clause if desired.

14. Modifications to Terms

·       We may amend Terms with 30 days' notice; continued use constitutes acceptance.

15. Miscellaneous Provisions

·       Severability, Waiver, Assignment, Notices, Force Majeure, Entire Agreement.