Legal

Terms of Service

Effective March 29, 2026 Last updated March 29, 2026
Contents
1. Agreement 2. Services 3. Accounts 4. Data & IP 5. Privacy 6. Fees 7. Termination 8. Confidentiality 9. Disclaimers 10. Governing Law 11. General 12. Contact
PLEASE READ THESE TERMS CAREFULLY. BY ACCESSING OR USING THE AXIVERA PLATFORM, YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE, DO NOT USE THE SERVICES.
These Terms should be reviewed by qualified legal counsel before being provided to paying customers.

1. Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you and Axivera LLC ("Axivera LLC," "we," "us," or "our") governing your access to and use of the Axivera financial interpretation platform, including all related software, APIs, documentation, and services (the "Services").

If you are using the Services on behalf of an accounting firm or other organization, you represent that you have authority to bind that organization, and "you" includes both you individually and that organization.

2. Description of Services

Axivera provides a financial interpretation platform that ingests blockchain transaction data uploaded by accounting firms; interprets, groups, and classifies transactions into financial flows; surfaces exceptions requiring human review; generates GL-ready exports and reports; and maintains a full audit trail of all classifications and reviewer decisions.

Axivera is a professional tool, not a professional advisor. Axivera is not a registered investment adviser, broker-dealer, CPA firm, or tax adviser. All outputs require professional review before use in client deliverables.

3. Accounts and Access

3.1 Registration

To use the Services, accounting firms must create an account with accurate, complete information. You are responsible for maintaining the confidentiality of your credentials and for all activity that occurs under your account.

3.2 User Roles

Axivera supports Partner, Senior Accountant, Staff Accountant, and Auditor (read-only) roles. Firm administrators are responsible for assigning appropriate roles and ensuring users comply with these Terms.

3.3 Security

Notify us immediately at security@axivera.io if you suspect unauthorized access. We are not liable for losses from unauthorized access resulting from your failure to secure your credentials.

3.4 Acceptable Use

You agree not to: use the Services for any unlawful purpose; upload data you do not have the right to process; attempt to reverse engineer, decompile, or extract the interpretation engine; resell or sublicense the Services without written consent; or use the Services to train competing AI or classification systems.

4. Data and Intellectual Property

4.1 Your Data

You retain all rights to the transaction data and client information you upload ("Your Data"). By uploading data, you grant Axivera a limited, non-exclusive license to process Your Data solely to provide the Services.

4.2 Feedback and Model Improvement

When firm users provide feedback (interpretation ratings, exception resolution decisions), you grant Axivera a perpetual, royalty-free license to use anonymized, aggregated feedback to improve the interpretation engine. Individual client data is never shared across firm accounts. You may opt out of model improvement data use at any time by contacting contact@axivera.io.

4.3 Axivera Intellectual Property

Axivera owns all rights to the platform, interpretation engine, interpretation libraries, proprietary classification methodologies, and all platform software and documentation. Nothing in these Terms transfers any ownership of Axivera's intellectual property to you.

4.4 Output Ownership

GL exports, reports, and audit trails generated from Your Data are owned by you and your firm. Axivera does not claim ownership over outputs derived from your data.

5. Privacy and Data Processing

Your use of the Services is governed by our Privacy Policy, incorporated herein by reference. For data processing of personal data of EU/EEA individuals, a Data Processing Addendum (DPA) is available upon request at legal@axivera.io.

Axivera acts as a data subprocessor with respect to the personal data of accounting firm clients. Accounting firms are responsible for ensuring they have appropriate legal authority to upload and process their clients' data through the Services.

6. Fees and Payment

6.1 Pricing

Fees for the Services are set forth in a separate Order Form or subscription agreement between you and Axivera. Pricing is based on the number of accounting firm clients served and the volume of transactions processed per month.

Axivera may adjust pricing with thirty (30) days' written notice. If actual usage materially exceeds the volume parameters in your Order Form, Axivera may invoice for overage at the applicable per-unit rate.

6.2 Accurate Representation of Usage

You agree to provide accurate and complete information regarding your firm's size, client count, and transaction volumes when entering into an Order Form. Misrepresentation of usage parameters to obtain a lower price is a material breach of these Terms.

6.3 Payment Terms

Fees are invoiced and due as specified in your Order Form. Axivera's standard payment terms are net thirty (30) days from invoice date. Late payments accrue interest at 1.5% per month or the maximum rate permitted by law, whichever is lower.

6.4 Scope Limitations

The Services are scoped to the firm, client count, and transaction volume specified in your Order Form. Use of the Services beyond agreed scope requires a written amendment or new Order Form.

6.5 Taxes

You are responsible for all applicable taxes in connection with your use of the Services, excluding taxes based on Axivera's net income.

7. Term and Termination

7.1 Term

These Terms begin on the date you first access the Services and continue until terminated as described below.

7.2 Termination by You

You may terminate your account at any time by contacting contact@axivera.io. Termination does not entitle you to a refund of prepaid fees.

7.3 Termination by Axivera

We may suspend or terminate your access if you materially breach these Terms and fail to cure within ten (10) business days of written notice; fail to pay fees when due; your use poses a security risk or legal liability; or continued service becomes commercially impracticable or legally prohibited.

7.4 Effect of Termination

Upon termination, your access to the Services ceases immediately. You may request an export of Your Data within sixty (60) days of termination. Following termination, Axivera will retain data as follows:

After the applicable retention period, data will be deleted in accordance with our data retention policy, except as required by applicable law or legal process.

8. Confidentiality

Each party will keep confidential the other party's non-public information designated as confidential or that reasonably should be understood to be confidential ("Confidential Information"). Each party will: use Confidential Information only to fulfill obligations under these Terms; protect it with at least the same care as its own confidential information (no less than reasonable care); and not disclose it to third parties without prior written consent.

Confidentiality obligations do not apply to information that is or becomes publicly available without fault, is independently developed, or is required to be disclosed by law or court order.

9. Disclaimers and Limitations

9.1 Professional Responsibility — Read Carefully

AXIVERA'S PLATFORM IS A TECHNOLOGY TOOL DESIGNED TO ASSIST PROFESSIONAL ACCOUNTANTS. ALL CLASSIFICATIONS, INTERPRETATIONS, AND OUTPUTS ARE GENERATED AUTOMATICALLY BY SOFTWARE AND MAY CONTAIN ERRORS. AXIVERA'S OUTPUT DOES NOT CONSTITUTE FINANCIAL, TAX, LEGAL, OR PROFESSIONAL ACCOUNTING ADVICE AND IS NOT A SUBSTITUTE FOR PROFESSIONAL JUDGMENT. ACCOUNTING FIRMS AND THEIR LICENSED STAFF REMAIN SOLELY AND ENTIRELY RESPONSIBLE FOR ALL PROFESSIONAL JUDGMENTS, CLIENT ADVICE, REGULATORY FILINGS, AND COMPLIANCE OBLIGATIONS. FIRMS MUST REVIEW AND VALIDATE ALL AXIVERA OUTPUTS BEFORE RELYING ON THEM FOR ANY ACCOUNTING, TAX, OR REGULATORY PURPOSE.

9.2 No Warranty

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS, OR NON-INFRINGEMENT. AXIVERA DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF SECURITY VULNERABILITIES. AXIVERA DOES NOT GUARANTEE ANY SPECIFIC AUTOMATION RATE, ACCURACY RATE, OR CLASSIFICATION OUTCOME. NO UPTIME COMMITMENT IS MADE UNLESS SEPARATELY PROVIDED IN AN ORDER FORM.

9.3 Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AXIVERA'S TOTAL CUMULATIVE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL FEES PAID BY YOU IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR (B) FIVE THOUSAND DOLLARS ($5,000). IN NO EVENT SHALL AXIVERA BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Liability cap and consequential damages waiver must be reviewed by qualified legal counsel. Confirm cyber liability insurance covers liability exposure above the cap. Some jurisdictions may limit enforceability.

9.4 Indemnification

You agree to indemnify, defend, and hold harmless Axivera and its officers, directors, employees, and agents from any claims, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your use of the Services in violation of these Terms; (b) Your Data, including any claim that Your Data infringes a third party's rights; (c) your violation of any applicable law or regulation; or (d) any claim by your clients or third parties arising from your professional services, including services informed by Axivera outputs.

10. Governing Law and Disputes

10.1 Informal Resolution

Before initiating arbitration, the party with a dispute must provide the other party with thirty (30) days' written notice describing the claim in reasonable detail. The parties will attempt in good faith to resolve the dispute informally during that period.

10.2 Governing Law and Arbitration

These Terms are governed by the laws of the State of Georgia, without regard to conflict of law principles. Any disputes not resolved informally shall be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules, except that either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect intellectual property or Confidential Information.

YOU AND AXIVERA AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION.
Governing law, arbitration clause, informal resolution requirement, and class action waiver must be reviewed by legal counsel before use with paying clients.

11. General Provisions

11.1 Entire Agreement

These Terms, together with the Privacy Policy and any Order Forms, constitute the entire agreement between you and Axivera regarding the Services and supersede all prior agreements.

11.2 Modifications

We may modify these Terms from time to time with at least thirty (30) days' notice by email or platform notice. Continued use after the effective date constitutes acceptance.

11.3 Severability

If any provision is found unenforceable, it will be modified to the minimum extent to make it enforceable; remaining provisions remain in full force.

11.4 Waiver

Failure to enforce any provision is not a waiver of that provision or any other.

11.5 Assignment

You may not assign your rights or obligations without our prior written consent. Axivera may assign these Terms in connection with a merger, acquisition, or asset sale.

11.6 Force Majeure

Neither party is liable for delays or failures resulting from causes beyond its reasonable control, including acts of God, internet outages, cyberattacks, or government actions.

11.7 Relationship of Parties

The parties are independent contractors. Nothing in these Terms creates an employment, partnership, joint venture, or agency relationship.

12. Contact Information

For questions about these Terms: