Terms of Service

Circo, Inc. ("Accountable", "we", "us" or "our"), a Delaware corporation, provides the Accountable accounting software platform, its websites, applications, application programming interfaces, MCP server, AI features, and related services (collectively, the "Services") to you ("Customer") under these Terms of Service (the "Agreement"). By creating an account, or by registering for, accessing or using the Services, Customer accepts and agrees to all of the terms of this Agreement. If you are entering into this Agreement on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that entity and its affiliates to this Agreement, and "Customer" then refers to that entity and its affiliates as well as you. If you do not have that authority, or you do not agree to all of the terms of this Agreement, you may not use the Services.

This Agreement incorporates by reference the Privacy Policy, the Data Processing Addendum (the "DPA"), the Acceptable Use Policy, and the Cookie Policy (together, the "Additional Terms"). If an Additional Term conflicts with the main body of this Agreement, the Additional Term controls only for its own subject matter. Certain personal information is processed by Accountable as an independent controller, as described in the DPA and the Privacy Policy; that processing is governed by the Privacy Policy and applicable data protection laws, and not by the processor obligations in the DPA.

This Agreement also serves as the end-user license agreement for the Accountable software, including our web application, command-line tools and integrations listed in third-party marketplaces.

Please read this Agreement carefully. It explains that Accountable is software and bookkeeping help, not a bank, a payment processor or a CPA firm (Section 7), and that you approve the changes AI features and connected agents make to your books (Sections 5 and 6).

1. Services and Support

Subject to the terms of this Agreement, Accountable will use commercially reasonable efforts to provide Customer (a) the Services solely for Customer's internal business operations in accordance with the terms and limitations of this Agreement, and (b) reasonable support services, through the in-app help panel, email to support@accountable.im or another online mechanism, in accordance with our standard practice. Support is first answered by an AI support agent, which identifies itself as AI; a person on our team reviews anything it cannot resolve.

Customer acknowledges that Accountable may update or change features or functionality of the Services from time to time. We will not make a change that removes Customer's ability to read and export its own books during the term of this Agreement.

1.1 Changes to this Agreement

Accountable may change or modify portions of this Agreement from time to time. If we do, we will post the changed Agreement at https://accountable.im/legal/terms, keep the earlier version readable at its own dated address, and update the "Last updated" date. For a material change, we will also notify Customer through the Services' user interface or by email. Changes become effective no earlier than fourteen (14) days after they are posted, except that changes addressing new functions of the Services or changes made for legal reasons may become effective immediately. Customer's continued access to or use of the Services after the date a change becomes effective constitutes acceptance of the changed Agreement. If Customer objects to a material change, Customer may terminate this Agreement before the change takes effect, and we will refund any prepaid fees for the unused part of the current subscription term.

1.2 Trials and Evaluation Services

Every new workspace receives a free trial of the Pro plan for 14 days without a payment method (the "Trial"). When the Trial ends, the workspace moves to the Free plan unless Customer has chosen a paid plan. From time to time, Customer may also be invited to try features that are not generally available ("Evaluation Services"), designated as alpha, beta, pilot, preview, limited release, early access or the like. Evaluation Services are for evaluation, are provided "as is" without warranty of any kind, and may be subject to additional terms. Accountable may discontinue Evaluation Services at any time and may never make them generally available. Accountable will have no liability for any harm or damage arising out of or in connection with any Evaluation Services.

2. Eligibility

To be eligible to access or use the Services, Customer must satisfy each of the following requirements (the "Eligibility Requirements") and maintain compliance with them at all times during the term of this Agreement:

• Customer must be a legal entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation, or a natural person who has reached the age of majority in their jurisdiction of residence (and in any case is at least 18 years old) and has the legal capacity to enter into binding agreements.
• Customer must use the Services solely for lawful business and commercial purposes, such as keeping the books of a company Customer owns, manages or advises. The Services are not offered for personal, consumer or household use.
• Customer must not be located in, organized in, or a resident of any country or territory subject to comprehensive U.S. sanctions, and must not be listed on any sanctions or terrorism-related list administered by the U.S. Department of the Treasury's Office of Foreign Assets Control ("OFAC") or any similar authority.
• Customer must provide, and keep current, accurate and complete account and billing information.

Accountable may suspend or terminate Customer's access to the Services if it determines that Customer does not satisfy, or no longer satisfies, the Eligibility Requirements.

3. Restrictions and Responsibilities

3.1 License and restrictions

With respect to any software (in any form) that Accountable provides to Customer, including our web and command-line applications and any documentation or data related to the Services ("Software"), Accountable grants Customer a non-exclusive, non-transferable, non-sublicensable, revocable license to use the Software solely internally in connection with the Services during the term of this Agreement and for no other purpose.

Customer will only use the Services as expressly permitted in this Agreement and agrees that it will not, and will not permit any third party to, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any Software; modify, translate or create derivative works based on the Services or any Software (except to the extent expressly permitted by Accountable or authorized within the Services); use or allow access to the Services or any Software for time-sharing or service bureau purposes, or otherwise for the benefit of any third party other than Customer's own companies and their Authorized Users; remove any proprietary notices or labels; use or access the Services to build a product or service that competes with the Services; modify, adapt or hack the Services, or otherwise attempt to probe, scan, test or gain or allow unauthorized access to the Services or their related systems or networks (except as permitted by our Vulnerability Disclosure Policy); access, copy, download, scrape or otherwise collect any content or materials of Accountable (other than Customer Data) made available through the Services by means of any automated tool other than the APIs, MCP server and command-line tools we provide; or use Accountable's content, Software or materials (other than Customer Data) to train, fine-tune or evaluate any artificial intelligence model. All Software is Proprietary Information of Accountable and subject to Section 4.

3.2 Compliance and acceptable use

Customer represents, covenants and warrants that Customer will use the Services only in compliance with this Agreement, the Acceptable Use Policy, and all applicable laws and regulations, including those relevant to privacy, spam, intellectual property, tax, sanctions and data security. Although Accountable has no obligation to monitor Customer's use of the Services, Accountable may do so and may prohibit any use of the Services (or disable content or data) it reasonably believes may be in violation of this Agreement.

3.3 Authorized Users

Customer may grant people access to its workspace and companies to use the Services in accordance with this Agreement, including its employees, owners, investors, advisors, bookkeepers and outside accountants ("Authorized Users"), and assign each a role (owner, admin, member, accountant or viewer, or any role the Services later offer). Customer is solely responsible for ensuring its Authorized Users comply with this Agreement. Customer is responsible for all activities occurring under Customer's account, including all activities of its Authorized Users and of any Connected Agent (Section 6), and for obtaining and maintaining any equipment, networks and services needed to connect to, access or otherwise use the Services ("Equipment"). Customer is also responsible for maintaining the security of its Equipment, its account, sign-in methods (including two-factor authentication), API keys and OAuth authorizations, and for all uses of its account or Equipment with or without Customer's knowledge or consent. Customer will notify us promptly at security@accountable.im if it learns of any unauthorized use of its account.

3.4 Customer's books and records

The Services help Customer keep its books, but Customer remains responsible for its accounting records, its tax filings and its compliance with law. Customer is responsible for reviewing and approving the categorizations, entries, reconciliations, closes and reports it relies on, and for keeping any records that law requires it to keep. Customer can export its books at any time, on every plan (Section 4.4).

4. Customer Data; Third-Party Services; Proprietary Rights

4.1 Customer Data and Third-Party Services

In order to provide the Services, Accountable requires access to and use of certain information and data of Customer and of the companies Customer keeps books for ("Customer Data"), including financial data held by third-party services that Customer uses, such as banks, card issuers, payment processors, payroll providers and accounting software. At Customer's request or direction, Accountable may also transmit or share Customer Data with a third-party service, and any other information necessary for that service to provide its service to Customer (each such service, a "Third-Party Service"). Accountable will access and use Customer Data solely as reasonably necessary to provide the Services and as otherwise expressly permitted in this Agreement.

Customer, not Accountable, has sole responsibility for the accuracy, quality, integrity, legality and intellectual property ownership of all Customer Data it provides, and for obtaining any consents or approvals necessary for Accountable to access and use Customer Data to provide the Services, including the data of Customer's own customers, vendors, contractors and employees. Third-Party Services are not under Accountable's control, and Accountable is not responsible or liable for the content, functions, accuracy, legality, appropriateness, availability or any other aspect of any Third-Party Service. Customer's use of a Third-Party Service is governed by its own terms. By providing Accountable with Customer's credentials or authorization to access Third-Party Services, Customer appoints Accountable as its agent to access those Third-Party Services (and Customer Data in them) on Customer's behalf for the purposes contemplated in this Agreement. Our access to bank, card and payment accounts is read-only for the purpose of retrieving data; see Section 7.

4.2 Confidentiality

Each party (the "Receiving Party") understands that the other party (the "Disclosing Party") has disclosed or may disclose business, technical or financial information relating to the Disclosing Party's business ("Proprietary Information" of the Disclosing Party). Proprietary Information of Accountable includes all Software and other non-public information regarding features, functionality and performance of the Services. Proprietary Information of Customer includes Customer Data. The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted in this Agreement) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing does not apply to any information that the Receiving Party can document (a) is or becomes generally available to the public, (b) was in its possession or known by it before receipt from the Disclosing Party, (c) was rightfully disclosed to it without restriction by a third party, (d) was independently developed without use of any Proprietary Information of the Disclosing Party, or (e) is required to be disclosed by law, in which case the Receiving Party will, where lawful, give the Disclosing Party prompt notice. The Receiving Party acknowledges that there can be no adequate remedy at law for a breach of its obligations under this Section, which would cause irreparable harm to the Disclosing Party, and that upon any such breach or threat of breach the Disclosing Party is entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to whatever remedies it might have at law.

4.3 Ownership and use of data

Customer owns all right, title and interest in and to the Customer Data. Accountable owns and retains all right, title and interest in and to (a) the Services and Software, and all improvements, enhancements or modifications to them, (b) any software, applications, inventions or other technology developed in connection with the Services or support, and (c) all intellectual property rights related to any of the foregoing.

Customer grants Accountable a limited, non-exclusive license to host, copy, process, transmit and display Customer Data as necessary to provide, secure and support the Services. Accountable may also collect and analyze information about the use and performance of the Services (for example, which features are used, error rates and response times) and data derived from Customer Data that is aggregated and de-identified so that it does not identify Customer, any company or any person ("Usage Data"), and may use Usage Data during and after the term of this Agreement to maintain, secure and improve the Services. Accountable does not sell Customer Data, does not use Customer Data for advertising, and does not use Customer Data to train or fine-tune artificial intelligence models (Section 5.3).

If Customer provides any feedback, ideas or suggestions about the Services ("Feedback"), Customer grants Accountable the right to use, share, modify and otherwise exploit that Feedback for any purpose, without obligation to Customer. Accountable has full discretion to decide whether to build any requested feature. No rights or licenses are granted except as expressly set out in this Agreement.

4.4 Export

Customer may export its books at any time, on every plan, including after a paid plan ends: financial statements as PDF, Excel or CSV, the general ledger, and the other exports the Services offer. Exporting, importing books and the accountant's seat are never behind a paywall.

5. AI Features

5.1 What the AI features are

Certain Services use artificial intelligence, including the in-app AI accountant ("Ask"), automatic categorization, bill and document reading, explanations and anomaly flags, the autonomous month-end close, migration from other tools, and the AI support agent (collectively, "AI Features"). "Input" means any Customer Data or instructions that Customer provides to be processed by AI Features, and "Output" means any content generated and returned to Customer, or proposed on Customer's behalf, by AI Features based on the Input. Input and Output are Customer Data under this Agreement.

5.2 Proposals, approval and undo

AI Features propose changes to Customer's books; they do not replace Customer's judgment. A change proposed by an AI Feature is applied to the books only when an Authorized User approves it, or when it falls within the approval rules that apply to Customer's company (the defaults in the Services, as Customer may change them) that let a change of that kind apply without a separate approval. Changes the approval rules hold (for example, large entries, changes to closed months, deletions and chart of accounts changes) wait for a person. Every change made by an AI Feature is recorded in the company's activity log with what changed, who or what proposed it, who approved it and why, and can be undone; undo writes a reversing entry rather than deleting history. Customer is responsible for the approval rules it sets and for the changes its Authorized Users approve.

5.3 No training on Customer Data

Accountable does not use Customer Data, Input or Output to train or fine-tune artificial intelligence models. AI Features are provided through third-party model providers reached through an AI gateway, listed on our Subprocessors page (the "AI Providers"). The AI Providers process Input and Output only to provide the AI Features to us, under terms that prohibit them from using it to train their models, and may retain it for a limited period for abuse monitoring where their terms require.

5.4 Responsibility for Output

Customer is responsible for ensuring that the Input, the Output and Customer's use of AI Features do not violate any applicable law or infringe, violate or misappropriate any third party's rights. Customer acknowledges that due to the nature of artificial intelligence, Output may not be unique, and AI Features may generate the same or similar output for others. Customer will not use AI Features (a) to mislead any person that Output was solely human-generated, or (b) in violation of the Acceptable Use Policy.

Notwithstanding anything in this Agreement, Accountable makes no warranty as to, and will have no liability with respect to, the accuracy of any Output, the results that may be obtained from AI Features, or the suitability of any Output for Customer's use case. AI Features can be wrong: they can miscategorize a transaction, misread a document, misstate a number or cite the wrong source. Use of any Output is at Customer's own risk, and Customer should check factual assertions, amounts and proposed entries before relying on or approving them. No information or advice obtained through AI Features creates any warranty, and no Output is tax, legal, accounting or investment advice (Section 7).

6. Connected Agents, MCP and API

6.1 Connecting an agent

The Services include an MCP server, a public API and command-line tools that let Customer authorize third-party software, including AI agents and assistants such as Claude, ChatGPT or Cursor and Customer's own scripts, to read and, where Customer's plan and authorization allow, propose or make changes to Customer's books on Customer's behalf (each, a "Connected Agent"). A Connected Agent receives access only when an Authorized User authorizes it through OAuth or creates an API key, and only to the companies and scopes that Authorized User grants.

6.2 Customer's responsibility

A Connected Agent acts on Customer's behalf and under Customer's responsibility. Customer is responsible for choosing each Connected Agent, for the instructions Customer and its Authorized Users give it, for the scopes Customer grants, and for all actions a Connected Agent takes using Customer's authorization, as if those actions were taken by the Authorized User who authorized it. Connected Agents are Third-Party Services: Accountable does not control them, is not responsible for them, and does not warrant their behavior or output. Data that a Connected Agent retrieves from the Services leaves Accountable's control and is governed by the agent provider's terms and privacy policy.

6.3 Safeguards

Every change a Connected Agent makes passes through the same checks as a change made in the web application: it is shown as a preview, recorded in the activity log with the agent's name and the person whose authorization it used, subject to Customer's approval rules, and can be undone. A Connected Agent can never approve its own change. Connected Agents cannot move money, manage users, roles or billing, or change security settings, because the Services offer them no way to do so. The plan in force determines what a Connected Agent may do; on the Free plan, Connected Agents can read but not write.

6.4 Revocation and limits

An Authorized User can revoke any Connected Agent's authorization or API key at any time in Settings. Accountable may rate-limit, suspend or revoke a Connected Agent's access if it threatens the security, integrity or availability of the Services, violates this Agreement or the Acceptable Use Policy, or if its authorization appears compromised, and will tell Customer when it does so unless prohibited by law or a security reason prevents it. Accountable may change the API and MCP server from time to time and will make reasonable efforts to give notice in our developer documentation before removing or making incompatible changes to a published API endpoint or tool.

7. Not a Bank, Not a CPA Firm; No Professional Advice

7.1 No money movement

Accountable is accounting software. Accountable is not a bank, money transmitter, payment processor, broker-dealer, investment adviser or custodian, and the Services never move, hold, send or receive funds on Customer's behalf. Connections to Customer's bank, card and payment accounts are used only to read data. When Customer sends an invoice through the Services with a payment link, the payment is made to and processed by Customer's own payment processor account (for example, Customer's own Stripe account) under that processor's terms; Accountable never receives or holds those funds. Customer pays its own bills through its own bank or payment provider.

7.2 Not a CPA firm; no attest services

Accountable is not a certified public accounting firm and is not licensed or regulated as one. Neither the Services nor the Service Desk (Section 9) include any audit, review, compilation, attest or other assurance services, and nothing we provide is subject to the standards of the American Institute of Certified Public Accountants or any state board of accountancy. Accountable makes no representation that Customer's books or financial statements comply with generally accepted accounting principles (GAAP), IFRS or any other framework, or that they are fit for any particular purpose, such as a financing, an audit or a tax return.

7.3 No tax, legal, accounting or investment advice

Nothing in the Services, including reports, tax readiness features (such as 1099 data, return-line mappings and franchise tax estimates), AI Output, support answers and Service Desk deliverables, is tax, legal, accounting, financial or investment advice, and Accountable does not file any return or form with any tax authority on Customer's behalf. Customer should consult its own qualified professionals, such as a CPA, enrolled agent or attorney, before making decisions or filings. Customer remains responsible for all management decisions, including the judgments behind its books, its tax positions and its filings.

8. Plans, Fees and Payment

8.1 Plans and orders

The Services are offered in plans, currently Free, Pro and Holding, each monthly or annual, with the prices, included companies, per-company prices and limits shown on our pricing page and in the Services at the time of purchase. The plan, billing interval, number of companies, price and dates that Customer selects and confirms in the Services' checkout, together with this Agreement, form Customer's order (the "Order"). Each workspace has one subscription, priced by the number of companies in it. Plan limits (such as transactions categorized automatically, AI questions and Connected Agent writes) apply per workspace or per company as the pricing page describes.

8.2 Fees and automatic renewal

Customer will pay Accountable the fees for the plan in its Order (the "Fees"). A paid subscription renews automatically at the end of each monthly or annual billing period for another period of the same length until Customer cancels it. By choosing a paid plan, Customer authorizes Accountable, through its payment processor, to charge Customer's payment method in advance for each billing period, and for any prorated amounts when Customer adds a company or changes plans, until Customer cancels. If Customer adds a payment method during the Trial, the first charge occurs when the Trial ends, on the date shown at checkout. Customer can see its plan, next charge date and amount in Settings at any time.

8.3 Cancellation and downgrade

Customer can cancel its subscription at any time in Settings through the billing portal. Cancellation takes effect at the end of the current billing period, and Customer keeps its paid plan until then. When a paid plan ends (by cancellation, a failed payment that is not resolved, or the end of the Trial), the workspace moves to the Free plan: one company stays fully usable, other companies become read-only, and Customer can still read, export and import everything. Accountable does not delete a company's books because a plan ended.

8.4 Refunds

Except as stated in this Agreement or required by law, Fees are non-cancelable and non-refundable, including for partial billing periods, unused companies or features, and downgrades. The exceptions in this Agreement are: (a) if Customer objects to a material change to this Agreement and terminates before it takes effect (Section 1.1), (b) if Accountable terminates this Agreement for convenience (Section 10.2), and (c) the Service Desk refunds in Section 9.6. In each case, the refund is of prepaid Fees for the unused part of the term or the service not delivered.

8.5 Price changes

Accountable may change its Fees or introduce new charges at the end of the current billing period, upon at least thirty (30) days' prior notice to Customer (which may be sent by email or shown in the Services). Customer's continued use of the Services after the price change becomes effective constitutes Customer's agreement to pay the changed amount. If Customer does not agree, Customer can cancel before the change takes effect.

8.6 Billing errors, failed payments and taxes

If Customer believes that Accountable has billed Customer incorrectly, Customer must contact us at support@accountable.im no later than sixty (60) days after the date of the first charge in which the error appeared to receive an adjustment or credit. If a payment fails, we will notify the workspace's owners and retry; if it is not resolved within the grace period shown in the Services, the workspace moves to the Free plan as described in Section 8.3. All Fees are exclusive of any applicable sales, use, value-added or similar taxes ("Taxes"). Customer is responsible for all Taxes arising from this Agreement, except taxes based on Accountable's net income. If Accountable is required to collect Taxes, they will be added to the charge.

8.7 Payment processor

To process payments, Accountable uses Stripe, Inc. and its affiliates ("Stripe"), a third-party payment processor, through Stripe Checkout and the Stripe customer portal. Payment processing is provided by Stripe and is subject to the Stripe terms and policies at https://stripe.com/legal and Stripe's privacy policy at https://stripe.com/privacy. Accountable does not store full card numbers. Customer authorizes Stripe to store and continue billing Customer's payment method, including an updated payment method from Customer's card issuer, to avoid interruptions in the Services.

9. Service Desk Terms

9.1 The services

Through the Service Desk in the Services, Customer may order done-for-you bookkeeping work: moving books into Accountable from another tool ("Migration", free of charge), cleanup and catch-up bookkeeping, month-end close review, and preparation of a tax package for Customer's own tax preparer (each, a "Service"). The scope, price, turnaround and rush option of each Service are shown in the Service Desk when Customer orders, and the Service Desk order Customer confirms, together with this Agreement, forms the order for that Service. Work outside that scope is not included unless we agree to it in writing, which may be for an additional fee quoted in advance.

9.2 Nature of the services

Services are bookkeeping services performed by Accountable's staff and software. They are not audit, review, compilation or other attest services, not tax preparation or filing, and not tax, legal or investment advice (Section 7). A tax package is prepared to help Customer's own CPA or other tax preparer, who is responsible for any return and for the tax positions in it. Accountable will rely on the information and records Customer provides and makes available, and is not required to verify, audit or investigate them, or to detect errors, fraud or illegal acts. Services are not designed to detect fraud or theft.

9.3 Customer's responsibilities

Customer's management remains responsible for all management decisions and functions, for evaluating the adequacy and results of the Services, and for accepting responsibility for the results. Customer will provide timely, accurate and complete information and access that we request, answer our questions, and designate a person with the authority to make decisions. Delays in Customer's answers extend the turnaround; the Service Desk shows the new date. If Customer does not respond for 10 business days, we may pause the Service, and after 60 days of no response we may close it. If other people change the books while a Service is in progress in a way that requires rework, we may extend the turnaround or, with Customer's agreement, quote the rework.

9.4 Payment first; approval of changes

Paid Services are paid in full when ordered, through Stripe Checkout, and work begins only once payment has cleared. Every change a Service makes to Customer's books is presented in the Service Desk as a list of proposed changes that Customer approves or rejects item by item; nothing changes in the books until Customer approves it, and each approved change is logged and can be undone. Accountable staff may access a company's books only through an open Service request, and that access is recorded in the company's activity log.

9.5 Deliverables and revisions

Deliverables are provided for Customer's internal use and for its own advisors. Customer will not represent that Accountable audited, reviewed or certified any deliverable, and will remove Accountable's name from any deliverable it provides to a third party other than its own advisors. No third party may rely on a Service or deliverable, and Accountable has no responsibility to any third party. Each Service includes one round of revisions requested within 30 days of delivery. Accountable is not obligated to update a deliverable for events or information that arise after delivery.

9.6 Cancellation and refunds

Customer may cancel a paid Service before work begins and receive a full refund, except that a bank debit still processing can be cancelled only once it clears. After work begins, Customer may ask to cancel, and we will refund the Fees for the part of the Service not yet performed, as we reasonably determine. Accountable may decline or cancel any Service order before work begins, with a full refund.

9.7 Service warranty

Accountable warrants that it will perform each Service in a professional and workmanlike manner consistent with the Service description. Customer must notify us of any breach of this warranty within thirty (30) days after delivery. As Customer's sole and exclusive remedy and our entire liability for a breach of this warranty, we will re-perform the nonconforming part of the Service or, if we cannot do so within a reasonable time, refund the Fees paid for the nonconforming part.

10. Term, Termination and Suspension

10.1 Term

This Agreement starts when Customer first accepts it or uses the Services and continues until terminated as described below.

10.2 Termination

Customer may terminate this Agreement at any time by cancelling any paid subscription and asking us to close its account, through the Services or by email to support@accountable.im. Accountable may terminate this Agreement for convenience on thirty (30) days' prior written notice, and will then refund any prepaid Fees for the unused part of the subscription term. In addition to any other remedies, either party may terminate this Agreement upon fifteen (15) days' prior written notice if the other party materially breaches this Agreement and the breach is not cured during the notice period.

10.3 Suspension

Accountable may reasonably suspend Customer's, any Authorized User's or any Connected Agent's access to the Services if it has a good-faith belief that the use violates this Agreement or the Acceptable Use Policy, threatens the security, integrity or availability of the Services or of other customers' data, or would expose Accountable, its customers or others to harm or liability, or if required by law. We will give notice and limit the suspension to what is reasonably necessary, and will restore access once the reason is resolved. Suspension does not delete Customer Data.

10.4 Effect of termination; export and deletion

Upon termination, Customer's right to use the Services ends, and any Fees accrued before termination remain due. For thirty (30) days after termination, Customer may export its books; on request, we will also give Customer a complete export of its Customer Data in a standard format. Upon Customer's request to delete its account or a company, and in any case after that thirty-day period following termination, Accountable will delete the relevant Customer Data from its active systems within thirty (30) days, unless we are required to retain it by law. Deleted data remains in encrypted backups until they expire, no later than thirty-five (35) days after deletion, and is not restored from them except for disaster recovery. Billing records, and records of consent and security events, are kept as long as law requires. All sections of this Agreement that by their nature should survive termination will survive, including payment obligations, confidentiality, ownership, warranty disclaimers, indemnities and limitations of liability.

11. Warranty and Disclaimers

Accountable will use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner that minimizes errors and interruptions. The Services may be temporarily unavailable for scheduled maintenance, for unscheduled emergency maintenance, because of the unavailability of a Third-Party Service (such as a bank feed provider or an AI Provider), or because of other causes beyond Accountable's reasonable control, but Accountable will use reasonable efforts to provide advance notice by email or in the Services of any scheduled service disruption. HOWEVER, ACCOUNTABLE DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE, THAT DATA FROM THIRD-PARTY SERVICES WILL BE COMPLETE OR ACCURATE, OR THAT ANY OUTPUT WILL BE ACCURATE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT (INCLUDING SECTION 9.7), THE SERVICES ARE PROVIDED "AS IS" AND ACCOUNTABLE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT.

12. Indemnification

12.1 By Accountable

Accountable will defend Customer against any claim by a third party alleging that the Services, as provided by Accountable and used in accordance with this Agreement, infringe or misappropriate that third party's U.S. patent, copyright, trademark or trade secret, and will pay the damages and costs finally awarded against Customer, or agreed in a settlement approved by Accountable, resulting from that claim. If the Services are, or Accountable believes they may be, subject to such a claim, Accountable may obtain the right for Customer to continue using them, modify them to be non-infringing, or terminate Customer's access and refund any prepaid Fees for the unused part of the term. Accountable has no obligation for any claim arising from Customer Data, Third-Party Services, Connected Agents, or use of the Services in combination with anything not provided by Accountable or in breach of this Agreement.

12.2 By Customer

Customer will defend Accountable against any claim by a third party arising from (a) Customer Data, including Customer's collection and use of personal information and tax identification numbers of its customers, vendors, contractors and employees, (b) Customer's or its Authorized Users' or Connected Agents' use of the Services in breach of this Agreement, the Acceptable Use Policy or applicable law, or (c) any invoice, message or other communication Customer sends to a third party through the Services, and will pay the damages and costs finally awarded against Accountable, or agreed in a settlement approved by Customer, resulting from that claim.

12.3 Procedure

The indemnified party will give the indemnifying party prompt written notice of the claim, sole control of its defense and settlement (except that the indemnifying party may not settle a claim in a way that admits fault of, or imposes obligations on, the indemnified party without its consent), and reasonable cooperation at the indemnifying party's expense.

13. Limitation of Liability

NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR BODILY INJURY OF A PERSON, ACCOUNTABLE AND ITS SUPPLIERS (INCLUDING, BUT NOT LIMITED TO, ALL EQUIPMENT, TECHNOLOGY AND AI PROVIDERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES WILL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED TO IT UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE, FOR LOSS OR INACCURACY OR CORRUPTION OF DATA, OR FOR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY, OR LOSS OF BUSINESS OR PROFITS; (B) FOR ANY TAXES, PENALTIES, INTEREST OR FINES ASSESSED AGAINST CUSTOMER; (C) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (D) FOR ANY MATTER BEYOND ACCOUNTABLE'S REASONABLE CONTROL; OR (E) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE GREATER OF (I) THE FEES PAID BY CUSTOMER TO ACCOUNTABLE FOR THE SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY AND (II) ONE HUNDRED U.S. DOLLARS (US$100), IN EACH CASE WHETHER OR NOT ACCOUNTABLE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE LIMITATIONS OF LIABILITY IN THIS SECTION DO NOT APPLY TO ACCOUNTABLE'S OBLIGATIONS UNDER SECTION 12.1, OR TO LIABILITY FOR FRAUD, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. CUSTOMER'S PAYMENT OBLIGATIONS, CUSTOMER'S OBLIGATIONS UNDER SECTION 12.2, AND CUSTOMER'S BREACH OF SECTION 3 OR SECTION 4.2 ARE NOT LIMITED BY THIS SECTION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO SOME OF THESE LIMITATIONS MAY NOT APPLY TO CUSTOMER.

14. Government Matters

Customer may not remove or export from the United States or allow the export or re-export of the Services, Software or anything related to them, or any direct product of them, in violation of any restrictions, laws or regulations of the U.S. Department of Commerce, OFAC, or any other U.S. or foreign agency or authority. As defined in FAR section 2.101, the Software and documentation are "commercial items" and, according to DFARS section 252.227-7014(a)(1) and (5), are deemed to be "commercial computer software" and "commercial computer software documentation." Consistent with DFARS section 227.7202 and FAR section 12.212, any use, modification, reproduction, release, performance, display or disclosure of such commercial software or documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by it.

15. Governing Law and Disputes

This Agreement is governed by the laws of the State of California, without regard to its conflict of laws provisions. Any action or proceeding arising from or relating to this Agreement must be brought in the state courts located in San Mateo County, California, or the United States District Court for the Northern District of California, and each party irrevocably submits to the jurisdiction and venue of those courts. Before filing a claim, each party agrees to try to resolve the dispute informally by contacting the other (for Accountable, at legal@accountable.im) and negotiating in good faith for at least thirty (30) days. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover its costs and reasonable attorneys' fees. Nothing in this Section prevents either party from seeking injunctive relief to protect its Proprietary Information or intellectual property.

16. Miscellaneous

16.1 Publicity

Accountable may use Customer's name and logo in a factual manner to identify Customer as a customer, on our website and in communications with existing or potential customers. To decline, Customer may email legal@accountable.im stating that it does not wish to grant this right, and we will stop within a reasonable time.

16.2 Notices and electronic communications

Customer agrees to receive notices and other communications from Accountable electronically, by email to the address associated with Customer's account or within the Services, and that such electronic communications satisfy any legal requirement that a communication be in writing. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if sent by email; the day after it is sent, if sent for next-day delivery by a recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. Notices to Customer may be sent to the email or mailing address associated with Customer's account. Notices to Accountable must be sent to Circo, Inc., Attn: Legal, 1625 San Carlos Ave, Unit D, San Carlos, CA 94070, USA, with a copy by email to legal@accountable.im.

16.3 Force majeure

Neither party is liable for any delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control, such as natural disasters, acts of government, war, terrorism, labor disputes, internet or utility failures, or failures of Third-Party Services or hosting providers.

16.4 General

If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sublicensable by Customer except with Accountable's prior written consent. Accountable may transfer and assign any of its rights and obligations under this Agreement without consent, including to a successor in a merger, acquisition or sale of assets. Except to the extent the parties have signed a separate written agreement covering the same Services (a "Separate Signed Agreement"), this Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes all previous written and oral agreements, communications and other understandings relating to its subject matter, and all waivers and modifications must be in a writing signed by both parties, except as otherwise provided in this Agreement. If this Agreement conflicts with a Separate Signed Agreement, the Separate Signed Agreement controls. Any different or additional terms of any purchase order, confirmation or similar form have no force or effect. No agency, partnership, joint venture or employment is created as a result of this Agreement, and Customer does not have any authority to bind Accountable in any respect. A party's failure to enforce a provision is not a waiver. There are no third-party beneficiaries of this Agreement.

16.5 Contact

Questions about this Agreement: legal@accountable.im. Circo, Inc., 1625 San Carlos Ave, Unit D, San Carlos, CA 94070, USA.