Terms of Service

Last updated March 1, 2026

This Agreement (“Agreement”) is entered into between Arvexi, Inc. (“Arvexi,” “we,” “us”) and the entity or individual agreeing to these terms (“Customer,” “you”). By accessing or using the Arvexi platform, you accept this Agreement, our Privacy Policy, Security Policy, Data Processing Agreement, and Service Level Agreement (collectively, the “Terms”). If you are accepting on behalf of an organization, you represent that you have the authority to bind that organization to these Terms.

We may update these Terms from time to time. We will provide at least 15 days' notice before changes take effect, except that material changes to confidentiality, data security, or Customer Data protections will not apply without your written approval.

1. Definitions

“Service” means Arvexi's AI-powered lease accounting platform, including the web application, APIs, integrations, AI models, documentation, and any updates or enhancements made available during the term of your subscription.

“Customer Data” means all documents, lease agreements, financial records, portfolio data, and other materials uploaded to or stored within the Service by you or your Authorized Users.

“Authorized Users” means individuals authorized by Customer to access the Service under Customer's account, including employees, contractors, and auditors granted access through the Auditor Portal.

“Input” means lease documents, queries, configurations, and other content submitted to the Service for processing.

“Output” means journal entries, amortization schedules, lease classifications, extracted data fields, compliance reports, AI-generated analysis, and other results produced by the Service based on your Input.

“Confidential Information” means information disclosed by either party that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including Customer Data, pricing terms, and Arvexi's proprietary technology.

“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with a party, where control means ownership of 50% or more of the voting interests.

2. Usage Rights

2.1. License Grant. Subject to this Agreement and the applicable order form, Arvexi grants Customer a non-exclusive, non-transferable, non-sublicensable right to access and use the Service during the subscription term for Customer's internal business purposes related to lease accounting, compliance reporting, and portfolio management.

2.2. Authorized Users. Customer may invite Authorized Users up to the seat limit specified in the applicable order form. Customer is responsible for ensuring all Authorized Users comply with this Agreement. Sharing of credentials between users is prohibited.

2.3. Auditor Access. Customer may grant read-only access to external auditors through the Auditor Portal. Auditor access is limited to viewing lease data, journal entries, audit trails, and compliance reports. Auditors may not modify Customer Data.

2.4. Affiliates. Customer's Affiliates may use the Service under this Agreement, provided Customer remains responsible for their compliance with these Terms and all usage counts toward Customer's subscription limits.

3. Restrictions

Customer shall not, and shall not permit any third party to:

Reverse engineer, decompile, disassemble, or attempt to derive the source code, algorithms, or underlying models of the Service
Use the Service to build, train, or improve a competing product or service
Sublicense, sell, redistribute, or make the Service available to third parties except as expressly permitted
Scrape, crawl, or systematically extract content from the Service beyond normal use
Upload malicious code, interfere with service operations, or attempt to gain unauthorized access to Arvexi's infrastructure
Use the Service in violation of applicable laws, including export control regulations, sanctions, or anti-corruption laws
Use the Service from any country or territory subject to comprehensive U.S. economic sanctions

4. Content Ownership and AI Outputs

4.1. Your Content. Customer retains all right, title, and interest in and to Customer Data and Input. Arvexi does not claim ownership of any content you upload to the Service.

4.2. License to Process. Customer grants Arvexi a limited, non-exclusive license to process Customer Data solely as necessary to provide the Service, including AI-powered extraction, classification, calculation, and analysis.

4.3. No Model Training. Arvexi does not use Customer Data to train, fine-tune, or improve general-purpose AI models. Customer Data is processed exclusively to deliver the Service. This commitment is enforceable through our Security Policy and Data Processing Agreement.

4.4. AI Output Disclaimer. The Service is a computational tool, and its Output is not accounting, legal, or financial advice. Output is AI-generated and may contain errors. Customer is solely responsible for reviewing, validating, and relying upon Output for financial reporting, regulatory compliance, and audit purposes. Qualified accounting professionals should review all AI-generated journal entries, classifications, and calculations before use.

4.5. Feedback. If Customer provides feedback, suggestions, or enhancement requests, Arvexi may use such feedback to improve the Service without obligation or compensation.

5. Fees and Payment

5.1. Subscription Fees. Customer shall pay all fees specified in the applicable order form. All fees are quoted exclusive of applicable taxes unless stated otherwise.

5.2. Taxes. Customer is responsible for all applicable sales, use, VAT, GST, and similar taxes arising from this Agreement, excluding taxes on Arvexi's net income.

5.3. Payment Terms. Invoices are due within 30 days of receipt unless otherwise specified in the order form. Late payments may incur interest at the lesser of 1.5% per month or the maximum rate permitted by law.

5.4. Disputes. Customer must notify Arvexi of any fee dispute within 30 days of the invoice date. The parties will work in good faith to resolve disputes. Undisputed amounts remain due on the original schedule.

6. Compliance Standards

The Service is designed to support compliance with ASC 842, IFRS 16, GASB 87, GASB 96, and FRS 102 lease accounting standards. Arvexi regularly updates the Service to reflect changes in applicable standards. However, Arvexi does not provide accounting advice. Customer should consult with qualified professionals regarding compliance with applicable accounting standards and regulations.

7. Confidentiality

7.1. Obligations. Each party agrees to: (a) protect the other party's Confidential Information using at least the same degree of care it uses for its own confidential information, but no less than reasonable care; (b) use Confidential Information only as necessary to exercise rights or fulfill obligations under this Agreement; and (c) not disclose Confidential Information to third parties except as permitted herein.

7.2. Exceptions. Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was known to the receiving party before disclosure; (c) is independently developed without use of the disclosing party's Confidential Information; or (d) is rightfully received from a third party without restriction.

7.3. Required Disclosure. A party may disclose Confidential Information to the extent required by law, regulation, or court order, provided that the disclosing party gives the other party prompt written notice (where legally permitted) to allow the other party to seek a protective order.

8. Warranties

8.1. Service Warranty. Arvexi warrants that the Service will materially conform to the documentation and specifications made available to Customer. If the Service fails to conform, Arvexi will, at its option, correct the non-conformity or provide a workaround. If Arvexi cannot do so within a reasonable time, Customer may terminate the affected order and receive a pro-rata refund of prepaid fees.

8.2. Professional Services. Arvexi warrants that any professional services (implementation, configuration, training) will be performed in a professional and workmanlike manner consistent with industry standards.

8.3. Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SERVICE IS PROVIDED “AS IS.” ARVEXI DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. ARVEXI DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR THAT ALL ERRORS WILL BE CORRECTED.

9. Indemnification

9.1. By Arvexi. Arvexi will defend Customer against any third-party claim that the Service infringes that third party's intellectual property rights, and will indemnify Customer against any damages or costs (including reasonable attorneys' fees) finally awarded by a court or agreed in settlement. This obligation does not apply to claims arising from: (a) modifications to the Service not made by Arvexi; (b) combination of the Service with third-party products or services; or (c) use of the Service in violation of this Agreement.

9.2. By Customer. Customer will defend Arvexi against any third-party claim arising from: (a) Customer Data or Input; (b) Customer's use of the Service in violation of this Agreement; or (c) Customer's violation of applicable law.

10. Limitation of Liability

10.1. Liability Cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF: (A) THE AMOUNTS PAID OR PAYABLE BY CUSTOMER TO ARVEXI IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM; OR (B) $250,000. FOR CLAIMS ARISING FROM A DATA BREACH OR VIOLATION OF SECTION 4.3 (NO MODEL TRAINING), THE LIABILITY CAP SHALL BE TWICE THE FOREGOING AMOUNT.

10.2. Exclusion. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, DATA, BUSINESS OPPORTUNITIES, OR GOODWILL, REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.3. Exceptions. The limitations in this Section 10 do not apply to: (a) indemnification obligations under Section 9; (b) breach of confidentiality obligations under Section 7; (c) Customer's payment obligations; or (d) liability that cannot be limited under applicable law.

11. Term and Termination

11.1. Term. This Agreement is effective as of the date Customer first accepts it and continues for the subscription term specified in the applicable order form. Subscriptions automatically renew for successive terms of the same length unless either party provides written notice of non-renewal at least 60 days before the end of the then-current term.

11.2. Termination for Breach. Either party may terminate this Agreement if the other party materially breaches and fails to cure such breach within 30 days of written notice specifying the breach.

11.3. Termination for Insolvency. Either party may terminate this Agreement immediately upon written notice if the other party becomes insolvent, makes an assignment for the benefit of creditors, or is subject to bankruptcy proceedings.

11.4. Effect of Termination. Upon termination: (a) Customer's right to access the Service ceases immediately; (b) Arvexi will make Customer Data available for export for 30 days following the effective date of termination; (c) after the 30-day export period, Customer Data will be deleted from Arvexi's systems in accordance with our data retention policies; and (d) each party will return or destroy the other party's Confidential Information upon request.

11.5. Survival. Sections 1, 4.1, 4.3, 4.4, 7, 8.3, 9, 10, 11.4, 12, and 13 survive termination of this Agreement.

12. Governing Law and Dispute Resolution

12.1. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to conflict of laws principles.

12.2. Arbitration. Any dispute arising out of or relating to this Agreement that cannot be resolved through good-faith negotiation within 30 days shall be finally resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The arbitration shall take place in Wilmington, Delaware, before a single arbitrator. The arbitrator's decision shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

12.3. Injunctive Relief. Nothing in this Section 12 prevents either party from seeking injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property rights or Confidential Information.

13. General Provisions

13.1. Entire Agreement. This Agreement, together with the applicable order form and the documents referenced herein, constitutes the entire agreement between the parties and supersedes all prior agreements and understandings relating to its subject matter.

13.2. Assignment. Neither party may assign this Agreement without the other party's prior written consent, except that either party may assign in connection with a merger, acquisition, or sale of substantially all of its assets.

13.3. Severability. If any provision of this Agreement is held to be unenforceable, the remaining provisions shall remain in full force and effect.

13.4. Waiver. No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right.

13.5. Force Majeure. Neither party shall be liable for delays or failures in performance caused by events beyond its reasonable control, including natural disasters, acts of government, pandemics, cyberattacks, or failures of third-party infrastructure.

13.6. Notices. All notices under this Agreement must be in writing and sent to the address specified in the applicable order form, or to legal@arvexi.com for notices to Arvexi.

14. Contact

For questions about this Agreement, contact us at:

Arvexi, Inc.
Attn: Legal Team
legal@arvexi.com